RIFT: MARVEL VS DC
by StoppableRules
Summary: Rips in the Cosmic Fabric, Alternate Realities Merging into One, Two Universes Squaring off with Unrelenting Fury... and you thought your life sucked. Get ready for the ultimate blood bath, bub!
1. Chapter 1: The Recipe for Chaos

**WARNING: This may exceed the 'T' rating though I don't feel it meets the criteria of 'Mature.' There isn't an option for 'T+', unfortunately. If you really feel that this is to much for 'T' just let me know and I'll change it instead of reporting me. That'll save trouble for both me and the admins. Thank you.

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**Chapter 1: The Recipe for Chaos**

Nick Fury, Agent of S.H.I.E.L.D., has kept the largest secret known to man under wraps for over a decade. Contained in the heart of SHIELD Headquarters, a mutant, code-named 'Rift', is locked away under heavy sedation. Rift's power? The name says it all; the ability to create a rift in the universe causing a spill between alternate realities.

Word of that a mutant was held hostage within S.H.I.E.L.D. courtiers has leaked the facility. After learning of this through unnamed sources, a mutant-activist group, G.R.A.T.I.S, organized a raid, risking their own lives to free Rift from captivity. Among the activist group are many mutants themselves, mostly b and c-listers.

"We have to find them! Shoot them dead if you have to, we can not allow Rift to wake up!" said Nick Fury to an official of a lower rank.

* * *

After breaching security and dodging bullets, three members of the group reached Rift's penitentiary and stared in horror.

"God forgive them." said Markus, a mutant with the ability of teleportation, as he stared at Rift's isolated containment.

"I think God left this place long before _we_ arrived." replied Stara, whose mutant ability was to combust at will.

Stara gazed through the glass tube at the girl hooked into a heavy IV unit keeping her unconscious. The girl laid naked, strapped to a bed that was molded to fit her body. She had no hair whatsoever, surely because of the heavy medication surging through her veins. Rift seemed almost frozen, as if they were staring at a porcelain doll. It was sickening seeing a person drugged and bolted up for merely being a mutant, but Rift was a child, a little girl no older then seven years of age. This act of imprisonment was beyond their forgiveness.

"Markus, teleport into the tube and bring her back to us. We end this mutant oppression now!" barked Sanders, the leader of G.R.A.T.I.S. He has the mutant capability to morph into any object be it inanimate or otherwise.

Markus appeared inside the glass tube which encased the mutant prisoner. He unplugged the IVs that pumped periodical sedatives into Rift's bloodstream. He held the lifeless girl in his arms as he teleported out of the tube.

S.H.I.E.L.D. agents, lead by cigar smoking Nick Fury, burst through the doors surrounding Markus and Stara.

"Freeze! If as much as a bead of sweat moves from either of you two, you will be terminated without hesitation! You are in restricted area and therefore have no rights. Your outcome is under the complete discretion of the United States Government!" yelled a Nick.

"We mutants are not toys for your amusement! We demand freedom!" said Stara in response.

A bullet was fired into her left quad. She cried out in pain nursing her wound.

"Stara!"

Markus gripped her tightly with his free arm to keep her from falling. One of the IVs still hung from Rift's forearm and dangled at the sudden movements.

"You do not know what you are dealing with. Drop the child or all records of your existence will vanish indefinitely!" yelled Nick Fury with severity in his tone.

Nick gave Markus less then a second before a simple nod signaled all surrounding agents to fire at will. Markus, Stara, and Rift disappeared from sight and teleported outside the building. As they did so, the IV which hung from Rift's arm was shaken loose and dropped to the ground, remaining inside Rift's containment compound where the S.H.I.E.L.D. were being dismissed to track the mutants. Only Fury and one other less decorated agent still remained.

"Two of mutants escaped a male and female. The female is wounded in her left quadriceps, goes by the name 'Stara.' The male is a teleporter so they might be difficult to trace. They have Rift." said Fury, talking stoically into a mic.

After he confirmed their status, Nick rubbed his temple hoping to soothe his pounding head.

"Permission to speak, sir!" requested a lower ranked official.

"Speak."

"There were six IVs attached to the girl." said the agent.

"Correct; state your concern."

"All six IVs still remain inside of Rift's containment tube still attached to the equipment."

The agent turned from the tube waiting on conformation to act while the one-eyed Fury stared intently at the IV tube lying on the ground before him. Both agents already had their gun in hand. Ash fell from the head of his cigar as Nick Fury spoke.

"Shoot him." he said casually.

The IV tube morphed back into Sanders who sprang forward strait into the other agent, knocking his gun free, and immediately began running for his life. Fury was left with no alternative. Just before Sanders laid hands on the door to freedom, he watched his own blood graffiti the wall to his fore. His name would be erased from all public knowledge. His existence was no more.

* * *

"What about Sanders?" asked Stara frantically.

"He'll be fine, he's a trained solider. Let's go!" they ran through the streets still carrying the child.

Markus felt the child stir. He looked down and smiled seeing her budge ever-so-slightly. Just as he reached to stroke the girl's forehead, the child's eyes flung open as she went into a sudden state of hysterics, releasing ear-piercing screams. At that very moment, a tear in the universal fabric had unwoven. The trio instantly vanished. Over the course of days, individuals who bore any inhuman power or abilities vanished as well, leaving the world with a state of absence of Super-heroes and villains alike.

* * *

Stara lifted her aching head. She found herself lying on the curb of a large highway . She recognized it immediately to be Times Square, NY. This was peculiar however as not a soul inhabited the area. No lights, no cars, no humans. Just her. There was not a single civilian in sight! Echoes began to cry throughout the ghost town of New York City. Slowly, new faces began to emerge as if from nowhere before her very eyes. Most of them seemed just as confused as she was, others didn't even seem to notice. She was disturbed by the sudden arrival of such unfamiliar figures. Stara, bleeding from her leg, hobbled in an alley way where she saw two awkward yet pleasant seeming individuals.

One of them, a man in purple attire, skipped towards her humming to himself a silly tune. His hair was green and wild and he had a pale completion. _Albino perhaps?_ The odd fellow didn't seem to mind her presence and was smiled like a kid at Christmas. He continued skipping around merrily. Occasionally he would turn and look at her while talking to himself.

Stara smiled at the thought of such a person, "At least the locals seem nice. Harmless enough."

The other man, a hatter, who wore a large green hat as an advertisement, slowly turned his head towards her from a distance.

"They say the Cheshire Cat is vile. He's a use you and abuse you and he'll kill you with a smile." said the short, hunched man.

Stara backed away from the hatter cautiously, he was obviously senile. Her attention turned to the parting clouds above her as two large translucent images stared down upon Earth. It was the Watcher, overseer and recorder of the Marvel universe, next to a white-skinned man in a green hooded cloak.

"A message to all, I am the Spectre." said the white man with a ghostly voice as his big-headed counter-part simply stared blankly upon the earth below him.

The Spectre continued, "A mutant has created a rip in reality; a suction attracted to supernatural and abundant energy to include all with inhuman powers or acute skills. As a result, you all have been summoned here, a sanction between the two opposing Earths. You will remain in this universe until our conflict has resolved. Though the mutant could revert this process, she has disappeared through another universal hole. If she cannot be retrieved, then only one other alternative remains; return to your world through the extinction of the other. A war between realities will decide the fate of your world. Our hands may not interfere. You have been advised."

The Watcher and the Spectre both disappeared.

Duty boiled in the blood of the heroes and anger through the blood of villains. Many will die to uphold their reality; others will fight amongst their own reality out of sheer vengeance. The odds are equally measured; only a hair's margin can determine the outcome of this war between realities, but to what measures would the heroes and villains go?

"NO!" screamed Stara, gripping her own hair tightly between her fingers. "I am good! Everything was good! I freed her! I freed you, bitch! I freed you!!" In a fit of panic she ripped from her scalp hair by the handful.

"I did what was right!" she fell to the ground sobbing heavily. "GOD DAMN IT! Everything was good!" she said on her knees, cursing the darkened clouds above her head.

Suddenly, a familiar tune penetrated her hysteria. Stara became almost entranced by the sound as it edged nearer. She was stimulated as if an infant reacting to a musical crib accessory. She remembered the tune, it was the silly tune she heard earlier. The green-haired jester in the purple suit stood over her still humming. As she lifted her head up with tears still rolling down, he aimed a large revolver at her temple. The last of her tears slid over the curves of her cheeks. His pleasant smile had turned more aggressive, Grinchy, as it began to stretch grotesquely across his entire face. It reminded her of the cat from a story she heard long ago as a child. The cat with the wide grin, The Cheshire Cat. Then she remembered what the Hatter had told her earlier. The pale jester was the cat, the killer. Stara giggled at the realization.

"Funny, isn't it, how the thing that began all life is the very same thing to end it." said the Joker smiling insanely.

Stara stared at the man. She sniffled, "What is that?"

"A Bang!" said the merry man, planting a bullet in her skull. "That joke always knocks-em dead! HeeHeeHeeee!!" His laughter howled through the baron streets. The Hatter laughed with him in a low raspy voice.

"Let's go, old friend, the party's just getting started! HAHAHA!" laughed the Joker.

The duo slipped through the shadows of the alleyway avoiding the big streets. Stara's body lay limply on the blood-spattered pavement. As the Joker's laughter echoed throughout the alley way her arm began to twitch until, at last, her pulse faded completely.

* * *

"Wow, talk about a trip down memory lane…" said Spiderman as he gazed upon his friend's classic yellow costume, "Red tights in the wash or something'?"

"I know you. They call you the Spider-Man." said Daredevil standing like a statue.

Spidey cocked his head in confusion. "Yes, they do call me the Spider-Man… among other things. Sure you're feeling ok, Matt?"

Daredevil leapt onto Spiderman, kneeing him in the stomach and pinning him to the roof top.

"I'll give you one chance to come clean! Who are you and how do you know that name!" demanded the yellow-suited devil.

"Matt, Matt it's me, Peter! Peter Parker! You know me; we've had each other's back on several occasions so what gives?" said Spiderman forcing Daredevil off of him.

"I have never worked with you, Spiderman." insisted DD, "This is the first time I have ever seen you in person!"

Before Spiderman could debunk the situation, the two heroes were met with a large explosion. Spiderman and DD swung to the ground as falling debris showered all around them. As they peered upward, a large muscular man flew in their direction. He wore blue tights with a red cape and had a golden necklace reading 'Bizarro #1.'

"Now that's some serious bling." said Spiderman to the pasty-skinned evil-doer.

Bizarro flew in low and grinned deviously at the two revealing his stained hygiene-deprived teeth. Spiderman jumped on his back.

"Whoa big fella, you might want to invest in some toothpaste… or get a grill to go along with your necklace there." joshed the arachnid.

Bizarro's reached behind him grabbing Spidey by the neck and flinging him like a gnat through the glass window of a bakery clear across the street. Parker tried shaking the dizziness out of his head and looked up through the broken window panel. Pain surged through his body as he webbed the ceiling pulling himself to his feet. Spiderman watched his friend, Daredevil attempt to counter the flying maniac.

"Get the hell out of my kitchen!" yelled DD.

Daredevil punched Bizarro hard in the jaw. Nothing. He punched him again and again. Bizarro was not phased in the least. Finally DD withdrew his billy-club and prepared for a back-swing. Bizarro focused his eyes and from them shot a blue beam. Daredevil became an instant Ice-cube.

"NO!" yelled Spiderman.

Just then, he watched his frozen partner shatter into shards of red and yellow as Bizarro punched through him like a hammer on glass. The muscular monstrosity looked over the cold jagged pieces.

"YoU No haVe BizaRros StreNgth! YoU sMall likE dog So Die liKe dog! " he vanished from sight with super-speed.

Spiderman stood there unable to move as reality seeped in. Tears dampened Parker's cloth mask as he stared at the icy chucks that once made up his long time friend. He and Daredevil were child's play to this monstrosity. Spidey had seriously underestimated the situation at hand. He had to get out of there and fast! Heavy drops of rain began to plummet from the dense clouds above. The city erupted with intense explosions, battle cries, and mortal screams. Many, like Daredevil, have already met their end but Spiderman couldn't help but wonder… what was with the yellow costume and How could Matt Murdok have forgotten about Peter Parker just like that?

As he stared over the remnants of his fallen friend, Peter Parker remembered Uncle Ben's infamous quote, "With great power comes great responsibility."

He knew what was in order, even if it meant death. He was no longer playing in the minor leagues. It was time for Spiderman to step up.

* * *

** NOTES This is my second Fanfic. I'm a sucker for crossovers, what can I say. Anyway, I've read plenty of Marvel VS DC fics but generally they follow the text book "fight first, have a common enemy, team up" story board. I decided it was time to put the heroes _and villains (_Since they usually get underplayed) in a situation where they HAVE to kill each other off. Also, I intend on using mainstream and some more obscure characters throughout the duration of the fic. It's a fight to the death, at least for the better half of this fanfic so sit back and enjoy the blood bath. Oh, and sorry if you're a DD fan. He lived a good life. Well sort of.**


	2. Chapter 2: Gods and Idols

**Chapter 2: Gods and Idols**

Cat Woman and Black Cat clawed at each other ferociously atop a two story restaurant! Though Black Cat was a decent fighter, Cat Woman had the upper paw. To end things quickly, Selina Kyle back flipped creating a short distance between them.

"Sorry, I take it personally when someone rips off of my style. Sleep tight, pussy cat." said Selina.

Without time to react, Felicia Harding, the Black Cat, found herself gasping for breath as Cat Woman's whip coiled tightly around her neck!

"Ack, Gakaa.u.u.h…" Felicia's windpipe was nearly crushed as Cat Woman jerked viciously on the noose.

The coils loosened as the whip dropped from Selina's hand. Cat Woman didn't say a word. She couldn't. A fifteen inch sai pierced through the back of her neck, with the sharp point jutting out front. A slight gurgling sound came from Selina as he stood motionless with her mouth gaping wide. Black Cat couldn't believe that someone would go to such a degree! She looked up expecting a similar fate from the silent assassin, but was slightly relieved to see a familiar face.

"Sorry, I take it personally when ego strikes an unworthy warrior." said Electra, in her signature red bandana and a costume to match.

"Then prove yourself worthy." called another voice from behind.

Both girls turned quickly to look. There, on the edge of the roof top, stood another tall heroine dressed in purple. Electra hurled a shuriken needle at the woman who gracefully maneuvered herself from harm. Electra Natchios pressed forward. The mysterious woman effortlessly glided over the top of Electra, pressing her in the right shoulder slightly. Electra couldn't use her arm!

"Pressure points." said Electra sternly.

"Just now noticing? Let us see how well you fight without your arm." smirked the girl.

"Well enough!" Electra stomped on the slightly lifted edge of her fallen sai with her toes, flipping it high in the air.

She threw her left sai quickly, catching and throwing the air bourn sai directly after. The girl threw her own shuriken, which clashed into the first sai. The second sai she caught with ease. Now she stood with a sai in her hand staring calmly at Electra, almost as if she was putting forth no effort at all.

"You have time to find peace with yourself before you depart."

"This is not the first time I have seen death. It did not keep me then, it will not keep me now." Electra replied.

"If that's how you want it." said the woman, her dark brown blowing freely.

Both assassins ran at each other. The woman shot the sai into Electra's stomach, catching her as she collapsed from running.

"Tell me, what is your name?" whispered Electra in the ear of her offender.

"Talia. Talia Al Ghul."

Electra attempted to draw another sharpened projectile, but she lost the strength as it dropped from her fingers. Talia held her until she passed on. Only the two remained on the roof top. Black Cat had vanished.

* * *

X-23 sniffed the air, finally catching a familiar scent. She could tell who was from her world by their smell. She turned the corner as three mutants stood up to look at her. 

"Welcome, child."

X-23 recognized him from the start. It was Magneto. He stood with his purple and red garments, though his helmet was missing. She noticed that his face looked different, tender in a way. Toad and Mystique were with him, Mystique's hand slightly rubbing the shoulder of her leader.

X uttered a low pitched growl at the sight of one of her greatest adversaries, the all powerful. He, in a single hand motion, could destroy her with his mutant power over magnetism. He was quite possibly the only person who could render her Adamantium laced skeleton obsolete. Magneto held the power to bend her to his will.

"I am not here to harm you. I haven't to power if I tried." said Magneto.

"You control metal, I wasn't cloned yesterday." Said X-23 assuming the worse.

A tear escaped Magneto's ducts as he looked up at her weakly. "Four words are all it took. I am powerless."

_Powerless? _She though. "What do you mean 'four words'?"

"Hmp" he sniffed, "Daddy- No More Mutants."

Faster then light, a yellow bolt streaked past them. X-23, with her acute ears, heard three loud cracks! Her own head was jerked to left, against her will, until her metal bones wouldn't allow it to turn any further. Before she knew it, the flash was gone. Three bodies fell to the ground next to her, their necks visibly separated from their vertebra. She stood alone uncertain what to make of it.

* * *

Professor Zoom, a reverse Flash with speeds equal to the Flash himself, raced through the streets already having crunched the necks of dozens. He saw a surge of energy manifesting in front of him. As Zoom turned, so did the electricity. Professor Zoom had to face it head on! Assuming it was the essence of his arch rival, the Flash, he decided all the better. The lightening got closer and closer to Zoom. Zoom pulled back his arm preparing to swing when the lighting bolt racing towards him came to a sudden halt! 

The last thing Zoom saw was the quote "Whosoever holds this hammer, if he be worthy, shall possess the power of-" The yellow-clad speedster smashed head first into the majestic metal of Mjolnir. Partials of Zoom showered the face of Thor, the mighty defender of Asgard. Victory was his.

Thundering foot steps shook the ground. Thor didn't seem to mind one bit. Slowly, he lifted his mythical hammer as the oncoming hazard approached. Standing in the middle of the street, Thor finally saw his pursuer. A large muscular man, shirtless with armored plates protecting his arms and several other body parts, a golden spear and a helmet with gold horns, finally slowed to a stop.

"I am Magog, Champion of Heroes." called the large man.

Thor could have been mistaken for a statue standing as still as he was. If anything, he didn't seem impressed. His eyes narrowed only slightly.

"Seek to run no further. Be you, Magog, a god or giant?"

"A creature greater then both." laughed Magog.

A lightening bolt streaked from the clouds striking Magog. All of the electricity seemed to have collected at the head of Magog's golden spear.

"Do not toy with my strength!" yelled the self-proclaimed hero in a pompous tone.

"By appearance, you are but a false god." said Thor.

A cyclone descended over the two by call of the Norse god.

"I do not fear you!" yelled Magog.

"Those who do not know fear, know ignorance!" Thor became one with the tornado, flying at hypersonic speeds to increase the wind's velocity.

Magog began to lift from Earth, transcending higher and higher into the swirling cyclone. Magog had no means of control, once in the air, and began flying at the mercy of the wind! Rain began to pour through the tornado's hollow eye. Magog, drench with liquid, stared skyward as a bolt of lightening struck. The moisture on his body stole much of the electricity from the magnetic attraction of his spear. His body convulsed, in seizure like motions, as all at once the wind faded. Magog plummeted forty feet into the pavement, creating an indention as he landed head first. Only the true god remained; Thor Odinson.

"Well done, buddy." said Hank Pym, better known as Giant Man, from a distance standing average height.

"I say us giants better to stick together. You agree?" Thor's teammate cracked a grin. Thor looked cold, as usual.

* * *

Spider Man crawled along the buildings of the New York, haunted by the battle cries of others. Though web-slinging would quicken his travels, it was best to stay hidden among the buildings sides. He had to get back to Mary Jane, his wife, his lover. Spidey scoured the streets below him. He knew this street well, Park Ave. He saw quite a few figures below opening fire on one another. Not wanting to get involved, Spider Man crawled through a broken glass panel on the sixth floor of the Bankers Trust skyscraper. 

"Pst. Over here, web-head!" whispered a female voice.

It was Felicia Harding, the Black Cat. Spider Man couldn't help but notice scratched all over her body.

"You're hurt!" he said.

"I got in a cat fight… a real nasty one. I've had worse. Listen, we have to be quiet. There are others in this building too."

Before Peter could respond, the door blew open in their room. Both Spider Man and Black Cat took cover.

A man with a metal face covering all but a single red eye lens looked suspiciously around the office. He wore mostly silver and red. Spidey and Cat were snug beneath a fine cheery-wood desk. A bullet hit the wall just beside the intruder's head.

"I'm your Huckleberry." said a bald man at the door way with an X carved in his face.

"You're quoting Tombstone?" said Taskmaster beside him, dressed in his blue and silver costume.

"Tombstone was a damn good movie!" said Agent X.

"You said '_Glitter'_ was a 'damn good movie." said Taskmaster facetiously.

Deadshot, the one eyed assassin, fired at the two mercs who leapt behind two desks opposite of each other. The three emptied countless rounds. After seeing a bullet shoot through his wooden desk, Spider Man decided to intervene. Crouching low to the floor, the scarlet webslingr glued Deadshot's boots to the ground via web. Agent X jumped forward, tackling Deadshot at such swiftness that Deadshot's feet ripped from the floor! Both men burst through the window behind them falling six stories! The bullets finally stopped.

Spider Man stood to his feet looking at the hooded Task Master and shrugged. "Sorry about that, chief. Didn't think he'd was that... that…"

"Stupid. You thought wrong."

"Well, I was going to say 'erratic' but we'll just stick to your choice of words. Your partner, will he be ok?" Spidey inquired.

"Yes." Taskmaster signed. "Unfortunately."

* * *

Markus stood in the darkness repeating to himself, "It's my fault. It's my fault. It's my fault." 

He was alone, or so he thought. A red-gloved fist seized Markus by the shirt collar, lifting him off of the ground to face undisputedly the most recognizable American Icon in the Marvel Universe.

"Why is this your fault!" Captain America shook the mutant vigorously! "How did this happen!"

"I-I-I don't know! I-we- I mean, my m-mutant team broke into S.H.I.E.L.D.!"

"_WHY_ did you break into S.H.I.E.L.D.!!" demanded the all American.

"Rift! RIFT!" yelled Markus.

"What do you mean 'rift'?"

"Rift. A-a mutant! We tried! Tried to save her…"

Cap's eyes widened as he realized the situation. He lowered Markus to the ground, still clutching his shirt. "Fury. We have to find Nick Fury!"

* * *

Spider Man and Black Cat ran along the roof tops with caution. Spidey dropped in an alley way, Cat followed. Peter caught her as she landed. 

"Cats always land on their feet, remember? I don't want you helping me just because I'm a girl." she said, questioning his aid.

"It's the thought that counts." Parker shrugged cheesily. "Wait…"

"What is it?" she asked.

"My Spider-sense is tingling!"

From the black depths of the alley they both heard a ghoulish voice. They heard its foot steps inching forward. It sounded as if the creature was walking on only one foot and dragging the other on the ground!

"b-b-B-R-a-i-n-S-s-s!" they heard him moan!

Spidey and Black Cat looked into the shadows, then at each other. They ran like hell.

* * *

**NOTES:** Okie Doke, Chapter 2 is complete. Usually I don't post chapters this close togather but I found myself with some spare time and nearly unlimited boredom. I wanted to make this fic more realistic in that villians and heroes don't just wait around until their perfect equal shows up for a one on one match-up. In my fanfic, Professor Zoom, for instance, doesn't just wait for Quicksilver to start the party, he uses his speed to his advantage and takes out as many people as he can with it. It just makes sense. Hopefully you found this chapter. enjoyable. Oh, and next chapter will feature the Incredible Hulk. I look forward to hearing from you! 


	3. Chapter 3: War on Sakaar

**Chapter 3: War on Sakaar**

Thor and Giant Man saw a large man in grey and blue.

"If it is a god you seek, then look no further." said the grey-faced man.

He appeared ominously at ease. Thor wasn't intimidated either way.

"I am Darkseid, ruler of Apokolips. I shall bend this earth to my unrelenting will!"

A circle of electricity sparked around Thor's head as he spun Mjolnir and released. The dense hammer flew towards Darkseid as fast as lightening. Darkseid's eyes began to glow red as two beams of the same color shot out. The beams connected to the hammed making it disappear! Mjolnir reappeared suddenly behind Thor, colliding into the back of his skull with a thundering crack! Thor was out cold, bleeding heavily from his head.

"Some god." grinned Darkseid.

"Bastard!" yelled Giant Man, running at Darkseid as he was turning away.

Darkseid jabbed a hard elbow into the face of Giant Man. GM grew to thirty feet high, towering over Darkseid. Darkseid displayed not a shred of emotion.

"You are tearing my patience." He turned to Giant Man. "Now you will bow before me!"

With his arms crossed, Darkseid blew out Giant Man's right knee cap with a single beam-guided glace. Giant Man hit the ground hard, nursing his shredded leg. He gritted his teeth as tremendous pain flared throughout his body. He half expected for Darkseid to finish him off right there, but no.

"You are a waste of my time." Darkseid said to the horrified Giant Man. "But perhaps you can make a playful toy... for him." he said walking away. Beside the bleeding giant stood a large rancid-smelling muck-man; the Swamp Thing. The smell was ripe enough to make Giant Man's nose burn more then the pain in his leg! Before Giant Man could even take in all that was happening, the unheard-of happened.

Swamp Thing clawed frantically at his own scalp, tearing at it wildly. Finally, with the most heinous smell imaginable, his head completely burst! A wave of veggie-matter sloshed Giant Man in the face, and to add to an already bad experience, his mouth was open. Standing before him was the dripping green figure better known as Wasp, Hank Pym's lover.

"What the!"

"I saw you were in trouble. I flew into his brain and resized myself. Dear God, I'm just glad you're still alive!" she said.

"Y-you mean you aren't still mad at me?"

"Mad about what, hunny?"

"About when I lost it and…" Hank noted Wasp's troubled stare. She honestly had no recollection of his past deeds, when he nearly beat her to death. Giant Man was confused, but none the less thankful.

* * *

Hawkman and Hawkgirl awoke in a dark dingy place. They saw a dim light coming from a stone arch not to far from them. Hawkman helped her to her feet. 

"We're in a cave."

"But where?" asked Hawgirl.

Just then both Thanagar heroes turned and stared as, suspend upside down from the roof of the cave, a large brown creature unfolded his wings revealing a living Man-Bat! His scream was blood curdling as he dropped from the ceiling, flying at both Hawks! Hawkman retrieved a large mace hanging from his side. In a swift stroke, he shattered the heart of the incoming bat. It was almost too easy.

"Hawkman, I've seen him before."

"Man-Bat. A nemesis of Batman."

"Should we have killed him like that? Think of what the rest of the league would say…"

By then Hawkman was looking outside of the cave. There was nothing but sheer havoc below him.

"I think the JLA has bigger problems..."

Hawkgirl looked puzzled until she too laid eyes on the war beneath them.

* * *

"Welcome, Captain America. Markus." greeted Doctor Steven Strange, whose back remained turned. 

"How did he know my name, he isn't even looking at us!" asked Markus.

"Shut up!" Cap said to him. "Strange, I have to locate Nick Fury! The fate of our universe may depend on it!"

"He is in hiding, of course."

"Hiding? Where? Who is he hiding from?"

"A clandestine mission ended with the death of many Latverian civilians. He's the most wanted man in United States second only to you."

"You're lying, how can I be the most wanted man? I have been leader of the government funded Avengers for decades!"

"It seems the complexity of the situation has breached your understanding, I expected that. You see, there are seemingly endless alternative realities in our universe. Timelines aren't always linear, events happen in one reality that may not occur in others, and so forth. Endless realities mean endless probable outcomes."

"So you are telling me that these heroes and villains we are forced into battle with are our alternate selves?"

Strange smiled as if to laugh to himself, "I'm afraid that is a different matter entirely."

"Then tell me! There isn't time to waste!"

"In our universe there are countless realities…"

"Yes, you've said that."

"You and I are not from the same reality. In my time and actuality, you were leading a rebel group of heroes against a government team lead by Iron Man."

"Impossible," Cap said grimly.

"Do not insult what you lack to comprehend." Strange said with a damning stare. "Many of those who are summoned here from our universe have been pulled from separate realities and timelines. As Rift, the mutant child, travels through ripped seams in the universal fabric, she is merging all realities into one, as well as merging two completely separate universes. In other words, the people you are fighting are from alternate realities of a second universe. Not alternate forms of you, but of those in their universe. Do you understand?"

"So what you're saying is that heroes and villains from our universe have been selected from any given reality in conflict with a second universe forced by the same components?"

"Very good, Captain. Yes."

"Then we aren't the only planet affected!"

"Correct. Two full universes have merged. What has you so concerned?" asked Strange.

Captain America seemed disgruntled, "…Banner!"

* * *

The dry heat burned intensely over the planet Sakaar. Hulk rallied his rebel troops of Gladiators in preparation for defeating the planet's evil emperor. All at once, his counter parts vanish from sight! These were his only alibis, and now only he Hulk remained. Anger boiled in his blood as Hulk used the best of his intelligence to analyze what he had just seen. His thoughts were distracted when over head he spied an incoming meteorite! The large mass entered the planet's atmosphere with thundering speed! It hammered strait into the Hulk, pinning him beneath it. What had just landed, however, was no meteor. It had a USA logo on it's exterior! It was a large confinement, a capsule! Perhaps the illuminati sent a rescue ship? Suddenly the latched door to the capsule was gripped and pulled from within. From the enlarged door stepped a large grey monster with jagged white bone protruding from his thick skin. His name was Doomsday. 

_This was definitely not a member of the illuminati_.

The ground trembled as the fallen capsule behind the creature was lifted from the ground. There the Hulk stood, gripping the space vehicle by the underbelly. He no longer seemed capable of such high intelligence. He was only capable of wrath and destruction.

"Hulk ..Smash…Intruder!" he shouted hurling the metal mass at Doomsday.

Doomsday caught it and slid backward in the sand from the momentum. He swung it like a bat as Hulk ran forward. Hulk leapt high to avoid Doomsday's attack and connected his locked fists to Doomsday's cranium.

Doomsday's anger only intensified as he swung around his back, grasping the hulk by the arm and swinging him forward. Their fists collided! Hulk seemed to be the only one shaken up as his muscles quickly enlarged! Doomsday leapt on the Hulk pinning him with both his feet and began punching violently! The Hulk hooked his legs under Doomsday and launched him in the air with a powerful kick. It was getting more and more difficult visually as large amounts of sand was kicked up forming a cloudy mist. The Hulk tore through the dust sending a knee to Doomsday's jaw. His knee turned bloody as the jagged outer bone of Doomsday penetrated the Hulk's green skin. Doomsday lashed out with a heavy solid punch to the Hulk's pectorals! Blood crept from both of their mouths as each monstrosity beat the other mercilessly. Doomsday wrenched his arm around the Hulk's neck, pulling back on it hard. Hulk impulsively jumped backward strait into a stone building! Doomsday took the brunt of the impact as Hulk crashed through three stone walls back-first. Finally, Doomsday loosened his grip. The Hulk began having conflicting voices in his brain!

_Destroy! Hulk must Destroy_! Said one voice

_No! Calm Down! Think_!! Said the other.

There was no more time to think. Doomsday had gripped the Hulk by the arm and thigh with unrelenting strength and hurled him twenty feet in the air. He watched the Hulk slide through the dusty landscape.

"Hulk… will… destroy!!!" said the recharged green behemoth pounding both of his hands repeatedly into the ground.

At once, Doomsday charged at the Hulk! Before he could reach the Hulk, however, the gray giant sank waist-deep in the sand! Hulk's pounding had loosened up the white sand so well that it couldn't support Doomday's weight! The perfect quicksand.

Hulk jumped back, running for the space capsule. Upon grabbing it, he ran back towards Doomsday, who was struggling with all his mighty to free himself from the sand. The more he thrashed, the deeper he sank. Hulk soared high in the air, so high that the sun light screened him from Doomsday's view, and plummeted downward nailing his opponent into the ground with the large space transport! Satisfied, the Hulk began walking away towards the barren city. Just as he began regaining his mild intelligence, the earth suffered a huge quake! The sand became divided as a large trench formed, headed strait for him! The Hulk fell in.

Hulk stared at his adversary from far across the newly conceived canyon. Dust began to pick up as Doomsday ran furiously forward. Hulk braced himself and belted a roar. The he too began to charge. As he ran, the Hulk felt himself loosing control, he was surrendering entirely to rage. His muscles grew to indescribably proportions and he began seeing things in a faintly green hue. With speed and momentum supporting both hellions, they swung viciously. As their fists collide, a sonic boom rattled the entire plain! Sand began pouring inside the trench over top the monsters. Neither seemed to notice. Their battlefield was collapsing around them as they continued their assault! Hulk released one final punch to the face of Doomsday as finally the trench gave way. Both were buried alive beneath thirty feet of smoldering sand.

There was silence on Sakaar...

Minutes drained as finally the loose sand began to stir. A green hand emerged. The Hulk slowly pulled himself from the constricting soil. Though still exceptionally muscular, his size and magnitude had significantly decreased. There he lay, staring at the sun and breathing in heavily when another hand lifted from the ground next to him. Hulk's eyes widened though he didn't move from his slouched position. A gray hand sluggishly surfaced. It inched from the sand slowly until it finally ran out of steam. The hand ceased all movement. Hulk watched the large fist of Doomsday fully relax itself. The fight on planet Hulk was over... at least for now.

* * *

Captain America, Markus, and Doctor Strange were all focused on a mystical mirror which displayed the Hulk lying in the sand with a grey arm standing limply from the ground. 

"Check the status on the others!" requested Captain.

"The others' is a rather broad term. I think you underestimate the number of those uniquely endowed." said Strange as a montage of images began to flash across the magical glass.

Captain America saw many familiar faces as he watched the mirror; Ultron, Sabertooth, M.O.D.O.K., the Alpha Flight and others. His eyes narrowed as he restated the mission in his head.

"You have to take us to Fury, its imperative!"

Strange smiled, "Rest assured, this war is not the last one you will take part in, but very well. I will take you to him."

The room got dark. Swirls of purple and red incased Captain America and Markus.

"By the Vapors of Vishanti, I Banish You!" called Strange.

They disappeared.

In a puff of spoke appeared DC's Doctor Fate wearing his famed Helm of Nabu. "Our peace would bring them great discomfort. It was wise for me to stay from view."

"That it was. To think what we can accomplish together."

"Indeed. We must locate the mutant and bring order to this chaos."

"Of course. Though locating her between two universes and unlimited realities is like looking at Earth and trying to locate a particular insect from the Moon's distance."

"Then I feel we should get started." said Fate.

* * *

Captain America appeared from a purple haze with a loaded hand-gun digging into his sideburn. 

"Tell me what this is about, Fury." said Cap "We don't have time for games."

"If this was a game, I wouldn't have been reduced to hiding in this safe-house." said Fury sarcastically, lifting the gun from Cap.

"Tell me what you know about the mutant. Oh, and I have a present for you." With a single hand, he threw Markus to the feet of Nick.

"Is he supposed to mean something to me?" smoke from his cigar fluttered from his mouth as he spoke.

"He says he broke into S.H.I.E.L.D. headcounters and stole a mutant Child, code name: Rift."

Fury's eyes expanded. "Rift is highly classified information!"

"Not any more." said Captain in a sure tone. "Rift is the cause of all of this. We have to get her back. Now tell me what you know!"

"Before you start getting all high and mighty, let me remind you just who exactly I am." he replied sternly. "I am head of the government's most elite task-force! I am single-handedly expected to keep the Unites States people safe and secure from dangers both in and out of the states! I do my damndest to keep it all in line but if an agent sells knowledge to the public then it's out of my control!"

"I don't think it was an agent." said Captain motioning to fearful man squabbling on the floor.

Nick fury looked down at the cowardly Markus. "Who told you about Rift, Huh? WHO WAS IT!!" he had with his gun aimed to kill.

"I-It was a friend! A shape-shifter, I teleported him into the S.H.I.E.L.D. undetected while he disguised himself as one of your agents and got the scoop… I'm sorry! P-Please don't kill me!" Markus began bawling uncontrollably.

"You are responsible for the death of hundreds of good-hearted super heroes and here you are, crying like a little bitch. Get up." Fury insisted. "I said GET UP!"

Captain America heard one of Markus' ribs crack as Fury plunged his steel-toed combat boot into Marks torso. He allowed it.

* * *

**NOTES: I'm trying to pitch different battles while still staying on track with the storyline. It's harder then it looks. Anyway, next chapter will feature Spidey VS Bats. The Young Avengers and some villains will appear throughout aswell. Thanks for reading!**


	4. Chapter 4: Retribution

**Chapter 4: Retribution**

"It isn't safe to swing in the open." Spiderman said.

Black Cat objected, "At the rate of crawling in the shadows, we aren't going to accomplish anything! I mean, what's the fun in that?"

"This isn't about fun, Felicia! It's too risky. We'll have a clear advantage from the shadows if any goon decides to come along."

"Maybe you're right." She walked her slender ringers up his shoulder with a faint giggle. "Maybe the shadows can be fun. After all… what's the end of the world without a little bang?" she said suggestively.

"With all do respect, blood stained street-sides doesn't exactly get me in the mood. "I'll pass." he said hoping she would drop the subject,

"For Christ's sake, grow up already! This is about that girl of yours isn't it? You are so preoccupied with that ditsy fire-crotch-"

"Leave MJ out of this!" Spiderman snapped.

"Oh please! Face it, without your mask you are nothing but a white Urkle! It's surprising that _anyone_ would find you attractive without that sexy little costume of yours." Black Cat attempted to remove Parker's mask.

Peter forced her wrist away from his face. "We're _not_ doing this!"

"Maybe if you'd wake the hell up and face the odds of actually surviving this, you'd decide to have some fun before we all kick over!"

"Maybe if you'd ever get over yourself enough to settle down and see what true love feels like, you'd understand!"

Felicia slapped Parker hard in the face, leaving three claw marks on his left cheek. Peter dabbed his face, finding blood where she assaulted him.

"To hell with you, Spider-Man! I hope you get what's coming to you." She said as darted from the shadows and out of view.

"Felicia!" yelled Peter, "Felicia don't do this! You'll get hurt!"

All he heard was the echoing of his own voice.

* * *

Rain continued to wash the crimson streets of New York. Deep within the steel jungle, one team stood strong; the Young Avengers. The Patriot lead the teens heroes through the steam as it rose steadily from the slick asphalt. The team of three entered what appeared to have once been a flea-market; made with pressboard andh a ceiling of thin tin sheets.

"Hola! Buenos dias, Junior Avengers!"

Quickly, the Young Avengers looked up. She was clinging to the wall with her hands and feet as a spider would.

"It's 'Young Avengers.' Come down from there." said Patriot. She did. "You're Araña, I've heard of you."

"Good things, I hope!" She smiled big and slapped Patriot on the back. "I remember you too. You're the cute one." she winked.

Patriot made no comment.

"We should stay close together incase I need to cast a teleportation spell." suggested Wiccan.

"Good call." added Hulkling.

"Pretty trippy situation, no?" asked Anya Corazon; Araña.

"In layman's terms. We can't afford to play around, Araña. We could all end up like that guy." Patriot said, motioning his head at the lifeless body of the Constrictor..

"Do you have to be such a boy-scout all the time? We've got what, like five of us? We'll be fine."

Just then they all heard a tremendous thud on the metal roof. Hulkling smacked Patriot hard across the face, sending him into a murky rain puddle. Wiccan looked at Hulkling curiously as if to ask _why on earth would you do that?_ Araña jumped onto Hulk's back, laying a choke-hold on him. She was halfway enveloped by her blue symbiote.

"Que barbaridad! What's gotten into you!?" she yelled.

By the time Hulkling finally threw Araña off of him, Wiccan cast a spell, pinning Hulk to the wall. Araña landed on the high end of the large thick support beam and clung to it like an arachnid. Hulkling became suddenly calm, staring at them with evil intent in his eyes.

"To be or not to be? ...That is the question." said a low toned voice with a surprisingly intellectual ring to it.

The teens all stared with puzzled expressions. By now they saw the source of Hulkling's sudden personality alteration; a large silver-back gorilla wearing a gold-colored helmet ripped open the tin-roof like a can of sardines and dropped in, hanging on to the roof with a single powerful arm.

"Listen, we didn't choose this. The situation is beyond our control. Release our friend and nobody gets hurt." ordered Patriot, wary of the damage that could be happening to Hulkling's brain.

Grodd seemed surprised by Patriot's awareness. "So wise so young, they say, do never live long."

Then Grodd's face scrunched as he intensified his mental grip on Hulking's mind.

"Get out of my head!" yelled Hulkling.

"You are in no position to be declaring orders!" growled Grodd

The power over Hulk's mind caused him to lose control of his powers. Hulkling began morphing rapidly, not holding a transformation longer then two seconds.

At this outburst, Hulk grabbed his head as tremendous pain shuttered within him. Patriot wasted no time. He ran forward, thrusting the sharp edge of his triangular shield at the primate. Grodd, still hanging with one arm, grasp the shield with his foot and dropped from the ceiling. He stood with all of his weight on the shield and grinned.

"The more you struggle, the shorter your teammate's lifespan. Keep it up, and he won't have a mind left at al-" Grodd was cut off as the Patriot performed a spin kick, connecting to the primate's powerful jaw.

It didn't seem like much at first, but then Grodd wiped a small stream of blood from his lip.

"Oh what men dare do!!" yelled the infuriated gorilla, flashing his long sharp teeth.

"Thanks for the lesson on Shakespeare, but if all you can say are outedated quotes then two can play at this game." said Araña. "Because, like John Rocker, I don't like 'fat monkeys' either!"

Gorilla Grodd's nostrils flared! He released a tremendous roar.

"You insolent fool! How dare you call me a 'monkey!' I am _NOT_ a monkey!" Grodd swung his elongated arms at the teens wildly.

It clicked, pride is his greatest weakness!

"Araña, Wiccan…" called Patriot, "I think it's time we cage this monkey!"

"Si, señor! Time to put Bubbles back in his place!"

Wiccan tired uttering a quick spell but Grodd was on top of it, seizing his brain.

"Ack!" Wiccan shook his head violently trying to shake out the pain.

The Patriot was next to fall into Gorilla Grodd's mind blender as he sunk to his knees nursing his skull. Araña was the only one not affected as she stood fully incased in a metallic blue suit of armor. Anya's armor, made of symbiote, deflected the psychic blasts. She walked towards him at a casual pace.

"Let go of our friends, papi, or I'll kick your ass right back to Planet of the Apes. "

"How dare you mock my species! I will kill you with my own four hands!" declared Grodd

Araña crawled up a support beam, springing onto the neighboring beam just as the gorilla punched through it. Gorilla Grodd continued smashing through the beams but Araña clearly had speed to her advantage. She steered the great ape away from the young Avengers but found herself at a dead end. In the area she had lead him too, only one support beam remained; the one she was clinging too!

"I will enjoy ripping the flesh off of your brittle bones!" yelled Grodd, smashing into the final beam.

All at once the flimsey kiosk collapsed to top of them in a landslide of metal sheets disguised as a roof. Anya took cover beneath a 'Fresh Veggie' stand. After the last of the debris came to rest, planks of roof began to rouse. Araña surfaced. She saw that the young Avengers were still in one piece and evidently free of Grodd's mind-control. Anya walked towards them as her symbiote dispersed.

"Done to death by slanderous tongue, no?" said Araña.

Patriot half smiled. "I think we've had enough Shakespeare for one day."

"Yea, remind me to pass next time papa wants to visit the zoo."

"Thank you, Araña." said the Patriot.

"Huh?" she seemed surprised.

Yea, we owe you one." said Hulkling smiling.

"Come over, I'll teleport us out of here." said Wiccan.

Araña felt honored to become part of the team. Just as she took Wiccan's hand, the wreckage exploded from the center. There was Gorilla Grodd, alive and pissed beyond all measure. That instant, all of the teens were lifted in the air, their minds being plagued by the hyper-telepathic ape.

"Strength in number, perhaps, but strength will always bow to those of superior intellect! I will enjoy watching you pick each other apart!" said Grodd.

The Patriot faced off with Araña who no longer had control of her symbiote suit. As they exchanged harsh blows, Hulking lifted Wiccan high in the air and threw him towards the wall. Wiccan used his magic to stop himself and knock Hulkling through the wall behind him. Before long, all of them were reduced to bloody meat sacks. Araña and Hulkling had tears in their eyes as they fought unwillingly.

"Hah, parting is such sweet sorrow." said Grodd with an arrogant laughter.

His face straitened as if he sensed a disturbance. And then they heard it; the sound of metal being unsheathed.

_SNIKT_

A dark-haired girl leapt on the gorilla's back, digging her 8 inch metal claws into him. She rode down his rear, splitting him at the spine. Bleeding profusely, Grodd swung his arm around his backside, grabbing the girl. His strength out measured hers as she tried squirming free. Grodd used both of his large black hands to clasp X-23, pinned her arms to her side, and lift her to his eye level.

"Despite your valiance, young one, you will fall to the same fate as your friends." said Grodd, trying to suppress his obvious great pain.

X-23 gnashed her teeth. Gorilla Grodd had underestimated her. He was aware of her two claws on each arm, but never had he expected a claw on her foot. As she released a swift kick, a shimmering adamantium spike drove a hole through his chin, ending near the roof of his mouth. Before he could react, a second spike sliced vertically up his neck of matted fur. X-23 was released. Gorilla Grodd fell gasping like a fish out of water. His body was wilting, slowly loosing steam. X speed the process by kicking her bladed foot into the throat of the beast and giving it a rough jerk.

The Patriot looked at her, grim at first, and finally broke the silence. "Well guys, I think we just found a new member of the team."

Araña lifted her brow at the girl. "I'm just glad she's on _our_ side."

The girl peered over at them. X-23 didn't smile, but she wanted to. Togather, they teleported to a different scene.

* * *

Chaos ruled the streets, where super human beings and those with innate abilities dwelt like stray cats in a restaurant dumpster. Most thought it smart to take to the alley ways, away from the open streets. It prooved not so smart an idea after all, just a labyrinth of blood and turmoil.

_SMACK_!

Frank Castle, the Punisher, took a hit like he never had before!

"A 'roids-driven luchadore, what'll they think up next?!" the Punisher asked himself.

"I am no Luchadore, my name is Bane!" another Crack echoed through the brick maze as Bane whacked the broadside of a heavy metal plank into the gut of Frank Castle.

The Punisher stumbled away, hoping to catch his breath when Bane took him by the neck of his skull-logo t-shirt and launched him into a large trash bin. Frank could hardly keep from throwing up at the putrid smell of the garbage but he had bigger problems, _much_ bigger problems. What had he been reduced too? He couldn't die, not like this! In a sudden spurt of energy, Punisher sprang from the bin and snagged his handgun, firing without hesitation! Bullets penetrated Bane's flesh though the masked man's stamina remained persistently strong.

"Will you die already?!" Castle yelled as his options were all but exhausted.

He realized that the bullets, though they broke the skin, found a resting place within Bane's solid muscle!

"After you!" Band seized the Punisher's gun, contorting it like puddy in his hand, and lifted Frank over his head into a full body press!

Frank knew this move. Bane was preparing to snap his back like a twig, and a wimpy twig at that. He had another gun on his side but there was no time. Bane was about to drop Punisher like a sack of kittens.

"Nuggh.." Bane stared at a fresh emerald-colored arrow jutting out of his chest just between his pectorals. The arrow emitted a green mist into Bane's face. The big man was knocked unconscious. He fell to the ground as the Punisher rolled to his feet. As Frank looked up he spied his savior, an masked archer in a green tunic and hat.

"Hah, looks to me like you could use a little more then just help. I know that you aren't of my universe, but I won't stand to see the blood of innocence spill." Green arrow smirked as he lowered his bow.

"I'm the Punisher."

"Punisher, eh? Catchy. Farewell, Punisher, I definitely won't be forgetting you…" he said with a laugh, turning to walk the other direction.

"Actually, you will." the Punisher capped the Green Arrow through the mid-section.

Arrow took two more steps before his strength wore thin. He muttered, "I could say 'see you in hell' but that's not where I'm going. Tell Satan… he owes me money…"

Green Arrow closed his eyes and died with a faint smile on his lips.

"Sorry." Punisher said truthfully to the fallen warrior, "But there are only _two_ choices; your universe or mine."

"Now you're speaking my language." said a strange voice.

Punisher turned to see a deeply scared man with a coin in his palm.

"You lose."

_BANG!_

The Punisher took a headshot at point-blank range.

Rain poured over Hawkeye as he watched from an over-looking apartment balcony. He had witnessed the entire event and could have killed Two-Face before the coin even landed, but he had already watched an innocent man die. And that man was not Frank Castle.

* * *

Two shots were heard in the distance as Darkseid gripped a helmetless Juggernaut and Rhino by the throat, suspending Rhino in the air. Both marvel brutes were beaten and helpless as they lay in the clutches of one of DC's more notorious villains.

"There are none, in this universe or any other, which can withstand my power." he said.

He constricted his large burly hand around the thick neck of Rhino. Upon a quick squeeze, Rhino's eyes rolled back into his head. His neck had been broken almost effortlessly. Darkseid looked Juggernaut in the eyes.

"I was hoping _you_ would have been a more worthy adversary. It appears none in your universe is fit to my power." Darkseid said without breaking signs of expression.

"That's about to change." said a ghostly voice from behind.

Darkseid dropped Juggernaut and turned around. Not far in the distance sat a man with a flaming skull on his fire-driven motorcycle.

"Is this meant to be a joke? I am four times your size." Darkseid saw that it was no joke as the rider drove in closer with quick speed.

"Do not waste your time, Rider. I can withstand fire of _any_ caliber." Darkseid spoke surely. "I can kill you in a single stare!"

"So can I." said the cyclist.

As Ghost Rider gazed into the eyes of his combatant, Darkseid's jaw gave in to gravity. The rider had locked him in the Penance Stare! At that moment, Darkseid began feeling the overwhelming pain, the pain of every harm he had ever inflicted on others, every person he murdered, every planet he destroyed. He wanted to fire his Omega Beams but had lost all controls of his senses as he flailed frantically on the blood-dampened soil below him. Ghost Rider revved his engine and blazed out of view, leaving behind him a trail of fire… and the convulsing god of self-delusion; Darkseid.

* * *

"Teleport us through the cross-fire, Markus!" demanded Cap.

"N-No… I can't use my powers when I-I'm like this!" said Markus

"Like what?!"

"When my n-nerves get s-s-shaki-"

"Alright, I've had just about enough of this shit!" said Fury. "We have to get to SHIELD headquarters; it's the only chance we've got!"

With that, Fury, Captain America, and Markus bolted across a highway where men and beasts big and small were sending each other through the meat grinder. Cap used his impervious star-spangled shield to deflect the oncoming fire. Fury unloaded his handgun, taking out any threatening source.

"The platform…" inquired Captain America, "Are you sure it will be fully capable?"

"S.H.I.E.L.D. had its best men construct it. Hell no I'm sure."

"I can always count on you for relief." said Cap facetiously.

"Look, the platform, in theory, can whiff us through any reality within the known universe. Has it been legally tested? No. Fact is, any screw up, no matter how minute, will have reprehensible effects beyond any stretch of the imagination. What you're looking at here is a hit or miss operation."

"Have your boys crunched the probability of its functional limits?"

"Yes."

"And…?"

Fury was huffing as he continued his sprint, likely due to his chain-smoking habits.

"It should be fine."

"I'm real encouraged." Cap said blandly.

The three continued running as if life depended on it and ,unfortunately for them… it does.

* * *

**NOTES: As you may have noticed, I lied about having Batman VS Spidey in this chapter. I decided to hold it for the next chapter where the fight is better themed (though most readers probably haven't even noticed a theme at all). Well there you have it; chapter 4! Drop me a line with your thoughts and critiques, they are always encouraged.**


	5. Chapter 5: A League Divided

**NOTES Hey, it's been a while. I felt it was only fair to show the JLA fights togather in a single chapter so here it goes. I will sum this fanfic up in the next few chapters so thanks for sticking with me this far. Enjoy;

* * *

**

**Chapter 5: A League Divided.**

Hawkman and Hawkgirl flew as rain pelted off their Nyth metal wings. Using hawk-like vision, Hawkman spotted trouble in the distance. Two strangers were in battle with one of the villainous Captain Boomerang! One of the unfamiliars was a girl with an odd streak of white hair in her bangs and a tall, hansom man in a trench coat.Hawkman noted that the girl could levitate, though the extent of her flight was unknown. Hawkgirl peered closely at the man, his eyes seemed to have a pink glow! _Peculiar_, she thought.

"HALT!" yelled Hawkman as he descended from the sky. "If any of you move we will be forced to act! I suggest the three of you calm down and come with us!"

The man in the trench-coat, with distinctively red eyes, looked at Hawkman and Hawkgirl with a smile. "I'd take off if I's you. It ain't polite buttin' in otha people's business, nah is it?"

They two hawks noted his heavy Cajun accent.

"Hold your tongue!" squawked Hawkgirl. "I'll personally smash your skull into southern gravy if you don't obey!"

"Sugar, if you don't hold _your_ tongue, then I might rip it right out. And you best watch what ya say about southern folks. We just might take it personally." said the Mississippi native mutant.

Gambit, with a saturated trench coat, twirled his staff to block on coming boomerangs and Captain B. took advantage of their diverted attention. Rogue looked unhappy and flew fast towards him. Dodging an array of hurling boomerangs, Rogue punched him in the face. Captain Boomerang spit out a mouth full of blood along with six pearly teeth. She was then struck from behind by Hawkgirl's malice.

"Chere, you just went and done somethin' stupid." said a peeved Gambit.

With a flick of the wrist, three playing cards ejected from his jacket sleeve. They flared a bright pink as he flung them forward! In a single swing, Hawkman intercepted them with his weapon. He nearly growled in anger as he flew at the Cajun. He missed, but only barely. Gambit ran up the wall, back flipping onto Hawkman. Hawkman flew higher and higher as he tried shaking off the unwanted baggage. Gambit clutched Hawkman's golden hawk-shaped helmet by the feathered ears.

"I will see to it that you fall into instant peril!" Hawkman threatened.

"In mah neck of the woods, we like to catch big birds like you and pluck out de feathers. Den we like to cook em nice. Sometimes we eat em spiced up, sometimes in gumbo."

"I haven't a care about your senseless pastimes! Now get off of me!"

"Not before I fry me a bird." said Gambit with a smug grin.

Hawkman's entire helmet burst into pink plumes!

"Nah you call off de girl or I fry you like Coronal Sanders!" said the long feather-haired Cajun.

Reluctantly, Hawkman called, "Hawkgirl, leave her be!"

She listened, noting that her counterpart was in grave danger. She dropped Rogue and took to the sky.

"Stay back, chere, or de bird-man gets deep fried!"

"You haven't the nerve!" she said following her intuition and pressing on.

"Have it your way..." Gambit leapt swiftly off the back of Hawkman leaving the alien's head to explode in a bright pink blaze.

"NOO!" Hawkgirl caught Hawkman, or what was left of him, and hugged him tightly letting the tears stream from her eyes. She lowered him gently onto the ground.

A soft hand rested on her bare shoulder.

"I'll be alright." The voice said assumingly. "Yall will be together real soon."

Hawkgirl knew that southern accent! It was the girl she had fought only seconds ago. She wanted to turn around and finish the wench for good but she found herself to weak and powerless even to move. She fell over dead, shriveled like a raisin.

"Uugggh.." grunted Gambit to Rogues surprise.

"You're alive!" she yelled cheerfully follow the direction of his voice.

She wasn't so cheerful when she saw that both his legs had snapped upon landing from some thirty feet in the air. Perhaps he was paralyzed, she wasn't sure. All she knew was that, for now, he was alive. She pulled him carefully into a shadowy nook where she planned on staying with him until the end.

* * *

The Man of Steel, Kal-El… he is a man of many names; and a man of many obligations. Superman's ear picked up distress from the far reaches of the universe. Faster then a speeding bullet, Supes surpassed Earth's atmosphere only to spy an incoming being. Slicing through the cold darkness of space, Superman crosses a ship just as it exploded. As the spherical earth blocked nearly all sunlight from view, the ship stood out in a marvelous display of sparks and fire against the blackness. From the scene of despair emerged a large pale man with raven hair, a bulky chain wrapped around his muscular hairy arm, and a cigar pinched between the side of his mouth; Lobo. 

"What is the meaning of this!" yelled Superman.

Lobo stared at him dumb-eyed and looked back at the wreckage he had just caused as if it was all in innocent fun. "Some Bastich named Colsair. He had it coming."

Superman grabbed the intergalactic mercenary by the throat.

"Nothing excuses the death of another. You're a murderer!"

"What you call 'murder' I call a good clean fun. Well, maybe not so much clean but whatever…"

"You don't know who you're dealing with. I've wasted enough time here, Earth needs me." The Man of Steel turned his back on leather-clad red-eyed alien.

"Don't waste your time. Just a bunch of sons of bitches beating each other up over nothin'. You're the one wasting time on those sugar-titties."

Superman turned quickly to deck Lobo square in the goatee but froze with his fist staring Lobo in the face. Supes' eyes were concentrated over the shoulder of the space-biker. A man, made entirely of metallic silver watched over the both of them, standing stoically on a long silver board. Had he been there the whole time? How did Superman not detect his movements?

"Who are you?" Supes asked gravely to the intruder. He released Lobo.

"You better catch the next solar wave out of here before I get sick of lookin' at ya!" Lobo said.

The Silver Surfer slightly cocked his head, almost robotically.

"You asked for it! Prepare to get tarnished… and could it kill you to put some cloth on?" Lobo revved the engine of his space-cycle and sped towards the Silver Surfer.

Lobo hunched over the steering handles of his bike, taking on the silver herald head-on. Within a single instant Silver Surfer appeared in front of Lobo, clutching him by the face and lifting him in the air as the bike sped out form under him. Lobo's black space-cycle drove on as Lobo helplessly staring into a powerful silver palm. A fantastic translucent energy secreted from the Surfer's hand, blasting Lobo out of view.

"Violence is not my goal. Earth is in a state of panic and confusion. We can settle this peacefully, Surfer."

The Silver Surfer casually drifted past the caped Kryptonian, not even turning to meet eyes. "Earth's quarrels are beyond my concern. I am here to warn them. If they do not evacuate, then they will be devoured by a being more powerful then even I."

"I won't let that happen." said Supes surely.

"The choice is not yours to make. I am a herald of Galactus, the Silver Surfer. I am not to meddle with your sentiment." said Surfer cold and emotionlessly.

"Then I'm afraid I can't let you pass. Those people of Earth are all I live for. I am their protector, perhaps the best they have. I will not allow you to create any more chaos for them."

Surfer finally looked into the eyes of Superman. Superman held back his intimidation from the cold creature. He felt himself slowly backing away from the chrome being.

"Do you feel?" asked Superman.

"I feel _indifference_. I have been sent to carry out the orders of my maker and that I shall do. Be gone or your extermination will be immediate."

"Then I'm sorry to do this."

In a blink, Superman flew at the surfer. He stopped, looking all around him. The surfer was just there; had he disappeared?

"Are you through?" said the eerie voice of the herald.

Superman turned his entire body; posed as if her were standing on land. His eyes flashed red. Superman jumped on the Silver Surfer, swinging at him with all of his might. Silver Surfer evaded every vital hit at such a speed that he almost seemed to glitch from one spot to the next. As Superman fought, he could feel his strength leave him. He was tiring, and fast… _too_ fast. The surfer was draining his energy, there was no other explanation! At the last bit of energy left him, Superman staggered back. Silver Surfer gripped him by the collar, looking up into his eyes.

"If it is Earth you cherish so much, then I will allow you and Earth a final farewell."

Surfer threw Supes in front of his board and blasted as cosmic speed with Superman at the head. In a millisecond's time, Superman found himself planted, buried deep within the earth. He was stuck in dense compounded soil. Superman shook as he gathered all of his remaining strength. From the self-induced crater, Superman emerged. After a moment to regain his strength, he flew through the atmospheric ocean. He as no longer shrouded in the darkness of space, but stood taking the brunt of the Sun's radiating energy. His strength was rebuilding tenfold.

The Surfer had returned.

"This planet is not safe. Leave now and take with you all that you care about." he said as his stiff, glassy figure glided away from the caped hero.

"You can't dictate the outcome of my planet, Surfer!" in a flash, Supes stood before the man of silver.

"I am afraid my job here is done. It would behoove you to heed my advice."

Superman jerked the surfer around. "What makes you so sure my planet will fall?"

The surfer gave a frigid stare. "Because, you can not defeat me, and I am but the messenger."

"Then it's time I send a message to your leader." Superman sent his solid fist into the shimmering side of Silver Surfer.

Surfer caught Superman's following punch and gave him a hard knee to the ribs.

"You will prolong this no further!" Surfer's eyes flashed brightly as Superman's emitted a crimson hue.

To the naked eye, the blackness of space was untouched. The two warriors fought at hypersonic speed, letting only those with ultra motion-sensitive vision to see them. Superman had his power source, the sun rays, on his side. Now it was time for him to remove the Surfer's source of power. As the two aliens locked arms, Superman used his heat vision, blasting the Surfer's chest. The metallic man glanced at a small darkened area on his pectoral where the heat was and looked back up at Superman grimly.

_**CRACK!**_

Superman took a hard hook to the jaw. And another, and another. The Silver Surfer was faster then him, with strength equal too or greater then Superman. Supes had to get the board, and fast.

After a quick x-ray scan, Superman noted that the Silver Surfer was not an android, and more importantly, was not attached to the board by any means. Superman got in closer, continuing in hand to hand combat. At the moment that his feet hoverer over the front tip of the long board, Superman used all of his strength and speed to pencil his body and blast himself strait down. This swept the board out from under the Silver Surfer. Superman wasted no time pulling Norrid Radd, the surfer, back into combat allowing him no time to retrieve the board. Superman beat upon the man of silver until he finally paused with his fist raised.

"Tell your leader that I will be waiting for him! And don't worry about your board; I'll take good care of it for you"

"Fool." said the Surfer. "I do not gain power through my board, but the board through me!"

The silver board that Superman had disbanded came crashing strait into the boy scout's spine. Superman had no choice but to release the surfer from his grip. Before Supes could react, the surfer, with his board now resting firmly beneath his feet, charged both of his balled fists. His hands were fused with the power cosmic as the Silver Surfer blasted Superman at point blank range. The Kryptonian rode the cosmic wave helplessly until at last he found himself at a stop, encased on all sides by a thick cloud of dust. He rested for a moment, with little strength left. The sun was no longer on his side. The surfer had disappeared. Superman was alone as he pulled himself up from the gray cloudy crater, or so he thought. He sniffed the air.

"Basalt?" Superman realized then that he was on the moon, and the dark side at that.

A sensation overcame him, the feeling of being watched. Superman turned quickly as a group of some of the strangest individuals was watching his every move.

"Are you allies of the Silver Surfer?" Superman asked.

"Yes…" asked a wild-haired woman, unsure of what to make of the question.

"Then I have no choice but to expel you all."

To Superman, logic says that any ally of a herald whose leader will destroy Earth is just as equal a threat. Logic leaves out the details, but unfortunatly in his case, details are everything.

"Do not challenge us. Because if a fight is what you desire, then a fight you shall receive." said Medusa as she patted an enormous bulldog on the head.

"I am sorry. But Earth means more to me then anything and I will not allow you or any other to harm it!"

Superman wasted no time, his stamina was low, but he couldn't stop now. He ran towards then, slow by super-standards but still faster then most humans. He spied a man dressed in all black with a field-goal shaped fork erected at the top of his mask. He was obviously the leader and must be the first one incapacitated. As Superman drew back his arm, Medusa spun her thick hair around it, wrapping his biceps tightly. Superman's punch ripped every hair in use from Medusa's scalp as he launched his fist into Black Bolt.. Medusa screamed in pain, causing panic among the moon-dwelling Inhumans.

Gorgon punched Superman hard in the back. As Superman turned, he met eyes with the man. As he stared into Gorgon's eyes, he felt his body mass increase! His arms were beginning to feel like stone! Superman kept their eyes locked as he fired heat vision strait into Gorgon's eye sockets! Gorgon scratched at his own face viciously as indescribably pain burned through his skull! Superman's body mass slowly returned. With two of their beloved teammates out for the count, the Inhumans were forced to pull out their last resort. Lockjaw, a massive Bulldog, rammed into Superman's side just as Black Bolt punched him square in the right cheek. This was no ordinary punch, mind you, but the 'The Master Blow;' a punch channeled by all of Black Bolt's concentrated energy. Lockjaw teleported the three into the middle of space, though upon arrival, the bulldog teleported back. It was only two men.

"I am …sorry. But I can not allow you to harm Earth!" some blood spat from Superman's mouth as he spoke.

Black bolt wanted to tell Superman that who ever told him that the Inhumans meant to harm Earth was a cruel liar, but he couldn't. And Superman would soon know why.

"Be Gone!" Black Bolt Whispered.

Black Bolt's voice so intense that not only had Superman been knocked back through space, but both of Supe's sensitive ears burst, leaving behind a floating blood trail. The last thing Superman saw was the Bulldog returning to teleport Black Bolt away. Superman drifted freely through space, with strength to scarce to move. The sun was buried behind his beloved blue sphere. Perhaps this was the end of Superman, or perhaps it is only a taste of what unknown forces lie ahead.

* * *

A black elongated automobile ripped through the streets as fire spouted from its exhaust. The Dark Knight raced through the disordered streets of New York to return back to his home, Gotham City. He remembered being in the Arkham Asylum hoping to compromise the deadliest hostage situation ever concocted. The Joker and all of the Arkham inmates had escaped their cells and threatened the worker's lives unless the Batman surrendered himself. Next thing he know, he woke up in his Batmobile in the heart of New York City. Batman's face nearly smashed into the windshield as his tech-equipped vehicle came to an abrupt stop. From the top of the car ejected the dark knight, his cape fluttering in the wind. As he looked around, not a soul was on the streets. 

"So this is what Jeff Gordon does when he isn't doing poorly scripted Pepsi commercials. I hate to break it to you, but this isn't the Daytona 500. Keep driving like that and someone's going to get hurt." Spiderman hung upside down from the arch of a streetlight as he spoke.

A long trail of webbing clung to the back of the Batmobile and stretched to a far brick building; exactly what caused the Batmobile it to come to such a screeching halt. Spidey dropped from the street light landing ten feet behind the car.

"Get out of my way or _you'll_ be the one getting hurt." Batman said gravely, staring at the arachnid.

"Hah, Nice try. Oh, and mad props to Xibit."

"What did you say?"

"You're pimped out ride… what was it before? A Vista Cruiser?"

"I don't have time to waste on a punk like you!" Batman leapt back into the driver's seat. With a light thud, Spiderman clung to the front windshield of the Batmobile shaking his finger at Batman. Batman was losing patience.

"I'll tell you one last time, get out of my way."

Spiderman shook his head. "No can do, Dracula."

Spidey back flipped to avoid a battarang as it sliced the air just over him from the car's open convertible top.

"Didn't your mother ever teach you not to play with sharp objects?"

At mention of Bruce's mother, Batman's blood ran cold. His gaze slowly turned to Spiderman who was staring back quizzically. Next Spidey knew, he was picking himself off of the ground.

"Don't you dare speak of my parents, ever!" said the dark knight.

"Sheesh, moody much? And I thought the _Get Up Kids_ were emo…" said Spiderman.

Batman gripped Spiderman by the spandex and lifted him to where their faces were barely an inch apart.

"You gonna buy me dinner first?" Spiderman joked.

"Nothing physical I can do to you can match the pain of loosing a loved one." said Bats, shoving Spiderman into a puddle and walking back towards the Batmobile.

"If you want to talk 'losing loved ones' then I wrote the book. But if that's your excuse for terrorizing others then I think it's time you were put out of your misery."

Batman stopped and turned back around narrowing his eyes, "what makes you so sure that I'm the bad guy?"

"Somewhere between your black bat-themed out-fit, grim tone, and obsession with the past. That and your all black unmarked vehicle flying at mach-speed through a residential area wasn't a tip off at all." he answered facetiously.

"That shows just how little you know. Now for the last time, get out of my way before things get nasty."

"Sounds kinky."

"It wasn't a joke."

"I'm not letting you leave, Bat Man."

Batman's eyes widened, "How did you know my name?"

"I didn't. But you're a man in a bat costume… thus 'Bat Man"

"Then that would make you-"

"Spiderman. You are a quick learner. Which is why you know better then to get back in your car, I'll only come after you."

"Then try and keep up." with that, Batman hopped into the Batmobile.

"What's with these lone rangers? They never listen…" Spiderman quickly flipped behind the car, plugging the exhaust with impact webbing.

A second later the back of the Batmobile exploded into a fiery inferno. After several airborn flips, the car landed upright, smashed at all ends. Spiderman hadn't meant for Batman to accelerate his car so quickly or else he would have used different tactics. Either way, Spiderman saw clearly that Batman had ejected from his car before the explosion, as the driver seat remained empty.

_My spider sense!_ thought Spiderman, narrowly dodging batman's unexpected drop.

Batman engaged Spiderman into close combat. With Peter Parker's active spider-reflexes, most of Batman's swings were evaded. To Spiderman's surprise though, Batman's reflexes nearly matched his own. Spidey finally got a hit in. Batman skid on his back across the street after being hit with Spiderman's super-strength. Batman had greatly underestimated Spiderman's strength. He had super strength, heightened reflexes and special sensory skills, and could excrete a sticky web-like fluid, that much Batman was sure of, though his list of abilities seemed to be continuously increasing.

"I don't have time to play games!" said Batman with a kick-up.

"If this is a game then stop being a sore loser." smarted Spidey.

Batman turned to his greatest resource, his utility belt. Spiderman was crossed by three consecutive Batterangs! After dodging the slicing-stars, Spiderman saw Batman flee. Spiderman was almost disappointed that such a tough guy like Batman would retreat so easily. Oh well, this fight was in the bag anyway. Batman turned the corners through a thin, dark alley way. The shadows were his greatest alley, and he had to employ his best strategies to get through this fight. Spiderman couldn't web-sling as he persued because of the narrowness of the alley way. Spiderman knew this area. He had been here before; the Batman was running himself into a dead end. As Spiderman ventured forward, sure enough, he was greeted with a brick dam yet Batman was nowhere to be seen.

"The window!" Spidey told himself.

A window two stories high has been shattered. It was the only place Batman could have gone. Spiderman promptly wall-crawled to the open window. As he peered in, he saw that the brick building was one large abandoned warehouse. Only a single dimly lit light flickered in the entire facility. The window didn't offer much light either, since it too was shrouded in the darkness of shadows. Spiderman had no choice but to enter. Spiderman dropped two stories, landing silently. Just as he did so, the sole light in the area shattered. Spiderman stood in total darkness.

"Time to play this my way." said Batman, as his voice echoed through out the warehouse like a ghost.

Batman switched his lens to night-vision.

Parker's spider-senses flared as a batterang swooped past his head. As he dodged, he fell right into Batman's grasp. Bats threw Spiderman into a metal shelf which held several unmarked wooden crates. Spiderman was thrown again into a heap of boxes which splintered beneath him. It was all he could do to avoid the vital blows. Batman knew how to throw off his spider senses; he also knew how to render super-strength obsolete. Batman was a trained ninja, a master of stealth. Not a single foot step could be heard as he danced circles around the blinded Spiderman. Batman finally grabbed Spiderman by the mask but as Parker jerked his head back, the mask came off in Batman's hands. Bruce Wayne looked through his night-vision at his opposer; a boy no older then Nightwing. He was fighting a kid this whole time?

With Batman's brief pause, Spiderman countered by shooting web where he estimated Batman's head would be. The webbing clung to Bruce's mask on the right side! Bat man was reduced to seeing through but a single eye! Spiderman pulled in the web-line attached to Batman's mask and met it with a punch. Batman shook off the blow and gripped the web leash held by Spiderman and swung it with all of his strength. Spiderman flew over head and into a wall. Battle damaged and blind in one eye, Batman's stealth was not longer to the stint of perfection. Spiderman could hear Batman approaching and prepared. From the ground, Spiderman kicked both of his feet into Batman's stomach and launched him into the wall.

Bat's ear piece began to ring.

"Master Bruce? Master Bruce, there is something happening in the Batcave!"

Batman didn't have time to respond to Alfred. He finally ripped the last of the webbing off of his mask, though the vision in the right eye would glitch from time to time. By now, Spiderman has found his way back to the window, the only known exit to the warehouse. There he waited for Batman to leave but to his surprise-

_**BOOM!**_

Batman has used a small explosive to blow a whole in the wall opposite the window. He had vanished in the night.

* * *

The JLA pager beeped and flashed as Wonder Woman flew in her Invisible Jet. 

"First Superman and now Aquaman? Jahn, what's the status on Clark?"

"He's Gone."

"What do you mean, gone?"

"He regained consciousness in the watch tower. He is not the same person, Diana."

"What do you mean by that?" Wonder Woman worried.

"His crest, for example."

"Go on."

"It had the usual 'S' as well as a hammer and sickle. Diana, it the symbol of the Soviet Union."

"The Soviet Union fell decades ago, I don't understand."

"Superman is not of our reality. He does not fight for truth, Justice, and American Way, but for Stalin, Socialism, and the Warsaw Pact expansion."

"Where is he now?"

"He left without hesitation after I explained to him that he is a part of the Justice League of _America_."

"Keep looking for him… we can't loose him in a crisis like this!"

"Just worry about Aquaman. I'll track down Superman myself."

Wonder Woman followed Aquaman's distress signal to the eastern coast. Having to squint, Diana finally spotted him. After parking her jet, she raced to aid her friend. Horror and shock overcame the Amazon as she saw Aquaman's own spear-infused arm ripped out of its socket and impaled through his chest. Aquaman was unquestionably dead. Next to him, sobbing uncontrollably, sat Aqualad.

"HE RIPPED OFF HIS ARM!" yelled the boy. "I WATCHED HIM RIP OFF HIS ARM AND STICK IT THROUGH HIM!"

"Calm yourself, I will avenge him." Wonder Woman said boldly. "Whoever did this is sick."

"H-his name i-is…."

"Who? Who is he!"

"His name is... Namor."

"Then I will see Namor to hades!" she said.

As Wonder Woman walked back to her jet, Aqualad tugged at her arm.

"We!"

"Excuse me?"

"_We_ will kill Namor!"

"You watch over Aquaman's body until I get back. That is not an option, do you hear me?" ordered Diana.

Aqualad nodded his head.

Wonder Woman sympathetically watched the boy walked back to his fallen mentor with a face full of tears. Her jet took off, flying silently over the shimmering blue surf. It was dark and rain clouds grew heavy over the horizon line. The water was nearly black, making it hard for Diana to judge her distance from the water. She flew until her coordinates showed her just above Aquaman's aquatic metropolis. Her jet hovered in place. Even if Namor could see her from beneath the ocean, he would have to penetrate her jet first. She decided to wait above the water until she could come up with a plan.

Peering through the windshield, Wonder Woman saw the sky grow dark quickly. The darkness was increasing rapidly! Then she realized that it was not the sky that was growing dark, but a wave large enough to drown New York City! Quickly, she thrusted her Jet to fly up vertically but the speed of the wave built up faster then her jet could fly. She abandoned her jet, watching the wave crash over it. Wonder Woman only barely flew high enough to avoid the wave herself. She stared at the water below her. Namor knew. She didn't know how, but he knew she was in the jet!

"It may be invisible to the eye, but it creates a indisputable humming sound beneath the water."

Namor was right behind her! There he flew, a tall, muscular man in a green scale-textured speedo. His eyebrows were unusually high and arched though he was still undeniably hansom.

"Y-you fly?!" she questioned.

Namor looked to his ankles and back at Diana as if to mock her skills of observation.

"You murdered my friend." Diana said.

"He mistook my throne for his own; an act of blasphemy."

"Aquaman is the rightful king of Atlantis!"

"SILENCE!" lightning lit the sky behind him, "You or no other will challenge my throne without paying with their lives!"

"I've paid enough." Wonder Woman socked Namor in the ribs and followed up with a high-kick.

Namor caught her leg and pulled her in close to spit in her face, "I rule all from the beaches to the world's longest mountain range!"

Diana spoke surely, "You have no power over the Andes!"

Namor's breathed in heavily and slapped the woman so hard that she smacked into an incoming wave. Namor tackled Diana strait into the water. She watched the light slowly fade above her before feeling tremendous pain in her stomach. Namor had speared her strait into a protruding rock of basalt.

"Your ignorance is intolerable! Look." Namor seized Wonder Woman by the chin and jerked her head up the upper right-hand side. "The world's longest mountain range is not on the surface, but in the ocean. You're staring at the Mid-Ocean Ridge." His voice calmed.

Diana tried talking but only bubbles emerged. Namor took her by the neck and swam slowly to towards the surface. He watched the girl turn blue due to a lack in oxygen.

"You want me to rush to the surface, but that would be to easy. At that speed, your blood vessels would create pockets of air that would travel to your brain, killing you instantly."

She knew he was right. Diana's body was exhausted by the ocean's compression. She could see light seeping in from above. She wasn't sure whether it was the surface or herself slipping into unconsciousness. Finally, her lungs expanded! She was breathing air. Diana erupted in a chain of coughs which turned into heavy panting. Light glistened on off of their wet bodies. The air was sharp and cold.

"I will kill you." Wonder Woman said, her eyes nearly rolled back into her head.

Namor lifted but a single brow, "Excuse my doubts." and released the Amazon, letting her free fall back into the swelling ocean.

Wonder Woman sank lifelessly into the deep blue. She imagined her old world, a world where she was regarded as a princess, royalty. She imagined her friends; Batman, Aquaman,… Superman. Then she began hearing voices in her head, "-he s---ace! You…-st reach ---urface!"

_Surface? I must reach the surface?_ she asked herself.

Diana realized that the voice was coming from the JLA ear-piece! Someone from the JLA was coming to rescue her! She had to reach the surface… but how?

Namor floated behind her. "Through the vibrations, I can hear every word. I am sorry to inform you that you will not be reaching the surface. However, I will be gracious enough to greet your friend personally."

Her rope! The Lasso of Truth, it was her sole weapon and her only hope of survival! She had to bind Namor, but how could she now?

In a swirl of bubbles, Namor descended below Diana unwillingly. She gazed up to see the culprit; it was Aqualad, defiant of Diana's orders! Namor was furious and swam like a torpedo at Aquaman's junior.

"Now!" yelled Aqualad.

Diana tossed out the lasso just as Namor's head passed through! Namor didn't care, he knew Wonder Woman hadn't the strength left to hold him back. Aqualad swan quickly away from Namor. He leapt out of the water with his hands and close feet together, as a dolphin would. There was nowhere else to run, Aqualad was clotheslined by the powerful arm of the Submariner. Namor grabbed him by the hair, dangling him merely two feet from the curling surf.

"Like a fish out of water." smirked Marvel's king of Atlantis.

"You took the words with out of my mouth, chief!"

Namor saw a red electric ribbon encircle his body. The lasso, in an instant, constricted the Submariner. He struggled to unbind himself but it was useless.

"You insolent fools!" he yelled, but to no avail.

The Flash circled Aqualad at a slower speed, though still fast enough to stand on water, "You know, they always say that when they lose. Is defeat really all that hard to accept?"

"Flash!"

"Tempest, it's me; Bart."

"Impulse? But why are you dressed in..." Aqualad shook his head back into focus, "keep an eye on Namor, I have to save Wonder Woman."

As Aqualad, DC 's Atlantian prince, dived back into the blue to retrieve the Amazon, Bart grabbed the end of the lasso and began dragging Namor as he ran.

"You killed Aquaman and beat up an Amazon woman, what did you plan on accomplishing?" He asked.

"I am king of Atlantis! When some one threatens my right to the throne, they are sentence to death!"

Oddly enough, the logic made sense to Bart. The logic, however, was that of the dark ages and was no longer tolerable in this day in age. "Well Todo, you aren't in Atlantis anymore."

In a flurry of red and yellow, the Flash swung Namor in a circle so fast that the Atlantian was airborne. Then Bart threw Namor over his head, smashing the Submariner hard onto the water's surface.

"Now that's what I call a belly-buster." the Flash grinned.

"Impulse!" Aquaman said as he surfaced. "She's alive."

Wonder Woman coughed up water and struggled to catch her breath. She looked at Namor. Summoning all of her strength, she floated over to the fallen king and lifted him to match eyes.

"You are a murderer and justice is against you." she punched him hard in the face, letting him fall into the water with a large spash. She turned to Aqualad, "He's fate is on you. Show him now mercy."

Aqualad nodded. He took Namor by the noose and the two disappeared beneath the blue.

The Flash Looked to Wonder Woman.

"The Lasso I mean..."

Wonder Woman looked at him awkwardly.

"…he's going to give that back, right?"

Wonder Woman rolled her eyes.

"...Right?!"

* * *

The Flash paved through the loose, dry sand. This was not Bart Allen, but Wally West. Two of the remaining JLA members was not far behind him. The Flash spotted another group in the distance. Four of them, dressed in matching blue tights. 

"Yo Hal, we got us some strangers at four o'clock.!"

"Wally, do you even know what 'four o-clock' means? Let's not approach them with aggression. We don't want a fight if we can help it." said Green Lantern, using his ring to keep out the sun.

"If anything, maybe they can help _us_. They don't appear to be hostile." said Red Arrow

"Now Wally save your energy and leave the talking to m……" before GL finished, the Flash was already running at full speed.

Thunder cracked as Flash collided with a solid invisible wall! He felt his entire body ache, as if his bones had turned to puddy. The Flash was grounded as the other two leaguers rushed to his aid.

"Who are you?!" asked a tall lanky man with peppered hair.

"What did you do to him?!" yelled Red Arrow.

"We are members of the Justice League of America. We don't want a fight you." said GL calmly, hoping to sooth over Red Arrow's eruption.

"We too are in search of peace." said a beautiful conservative blonde.

"I nearly shagged the hottest girl I've ever laid eyes on when I woke in this glorified sandbox." said Johnny Storm.

"Sure that wasn't just the heat messing with your head, hotshot?" joked Ben Grimm, a large orange rock-skinned brute better known as 'the Thing.'

"You wish…"

"Quiet!" yelled the Flash, slowly lifting himself form the hot sand. "Can you hear that?"

They all listened intently.

"All I hear is my stomach gro-" everyone shot Johnny a dirty look. He shut up.

"The sand just over that dune is stirring. Wind perhaps?" said Sue.

"There is no high pressures to cause the wind to act in such a manner, something living is kicking up the sand." said Mr. Fantastic.

The rising heat contorted the figures that arose from the distance. They were too far away to determine who or what they might be, but what ever they were, they were coming in large numbers. Red Arrow turned around.

"Guys, is it just me, or are they making a sandwiched out of us?"

He was right. The figures were closing in on all sides! As they walked closed, they appeared to be almost robotic and green in color.

"GL… if you're just doing this to scare me" Flash said, "Then I'd say it's working pretty damn well."

"It isn't me, Wally!" Hal squinted his eyes. "They're green and… purple it seems."

To the Fantastic Four, the colors didn't ring any bells. Sure they had villains who wore those colors, but nothing of this magnitude.

The JLA identified the colors right away, however!

"Luthor, what do you want with us?" asked Hal Jordan sternly.

As the green Lex Corp battle suits decreased their distance from the heroes, a distinctive suit of armor lead the pack. The helmet lifted revealing a bald grinning man.

"Who ever said I wanted _you_?" he turned to the FF.

Luthor ventured closer to the bunch as his troops remained behind.

"Susan, a rare desert flower." Lex grinned, "Such a pity you chose to live a life with that second-rate scientist."

"How do you know my name? How do you know _any_ of us?!" she hollered back.

"Susan, has your memory deserted you?" Lex inched closer just as Mr. Fantastic stretched his arm to stop him in his tracks. Lex gave an evil eye.

"You! Reed Richards, scientist, husband, father of two…"

"Leave Lex, before someone gets hurt!" yelled Green Lantern.

Lex turned his vile head to the emerald crusader, "Why, my boy, isn't that the idea." he said with a haunting grin.

The JLA stepped back cautiously.

"He looks like Lex… sounds like Lex… he even has Mech-suits like Lex… but something seems out of place, here. Or is it just me?" asked the Flash.

"Lex, you're time is up." Green Lantern used his ring to cast a protective layer of green over the JLA and the Fantastic Four.

"Ah, Green Lantern. I've read up on you. Such a powerful ring you have there. So powerful, yet so frail in its weakness."

At once, all of the Lex Corp mechs projected yellow spheres around them and marched forward.

"This isn't right." said Reed softly at first. Suddenly his eyes flared in panic as realization set it "You leave us the hell alone. They are of no concert to you!"

"Think of it, Reed, as killing two birds with the casting of but a single stone. Three powerful enemies will be eliminated, and a personal life-long goal will finally be satisfied."

"Luthor, you crazy son of a bitch, what's gotten into you?!" yelled Arsenal.

"Luthor?" He chuckled as his army of armored minions began a synchronized chant.

"All Hail Doom. All Hail Doom. All Hail Doom…" the Lex Corp mechs repeated as rocket launchers lifted from their metallic purple shoulders.

From behind, a mech rammed his large fist into the back of Green Lantern. The Flash zipped between the legs of the battle suits, taking them out by the knees. As he reached Lex, the body armor released an electric charge, knocking Wally out cold. The Thing went toe to toe with Lex while Reed extended his arm, pulling the Flash to safety. Thing found himself outmatched, as the Body armor provided strength superior to even the orange brute himself! With Green Lantern powerless, the Thing out muscled, the Flash out cold, and robots impervious to arsenal's attacks, Reed, Sue, and Johnny had to think up something quick.

"Yo Reed, now would be a great time to reveal your scientific sure-shot plan of getting us out of this pickle!" yelled Johnny.

"I'm all out of Ideas… the only way to end this is to take out Doom, but science knows he could be anywhere!"

"That figures." Johnny rolled his eyes, "_FLAME ON_!"

The Human Torch burned through the sky towards Lex, who was busy pounding his orange friendly rival.

"Time to turn up the heat!" Johnny released a powerful surge of fire, knowing it had no effect on the Thing.

As the fire sizzled, Torch saw that Lex's head was shielded by a clear protective dome.

"Shit!"

"Lex grabbed the Human Torch by the face and smothered him in the sand. He was knocked back as Sue began shooting invisible projectiles at Lex's armor.

"If we can't take them all out, then our best bet is to take out their commander!" yelled Reed hoping for all the world that he was right.

At once, every hero made a dash for Lex. Lex didn't appear worried as he pointed beyond his advancing opposes. Reed and Hal turned.

"Oh my god…" said Hal, nearly paralyzed.

A nuclear missile was headed strait for them! The Fantastic Four and the Justice League clustered together. Green Lantern created an emerald bubble around them.

"Haven't you learned by now that your ring is obsolete?" reminded Lex as he shot a yellow beam to penetrate the green shield.

To Lex's surprise, GL's barrier held strong, and was even impervious to yellow!

"Impossible!"

That's when Lex saw the smirk on Sue's face. Green Lantern's green dome was merely a reinforcement within the transparent bubble created by Invisible Woman.

"Reed, there is no way Lex can have survived that. He and his army will disintegrate on impact." replied Red Arrow.

"Not Lex." Reed gave a frozen stare, "…Doom."

The bomb planted itself in the ground, sending shock waves that leveled everything within a twelve mile radius. Reed gripped Sue tightly to brace her as her nose bled profusely under the strain. He noticed that the Green Lantern's shield had faded

"Lantern, Sue can't hold this up any longer, you have to take over!" Reed insisted.

Reed Richard's eyes widened in horror. Green lantern would do no such thing; Reed could see it in his eyes. He could see rage. He could see hatred. He could see Doom,

"Hal, he's in your head!" Reed yelled. "Victor, you leave us F#! alone!"

Green Lantern chuckled to himself turning to the blonde, "Sue, my patrician beauty, are you feeling weak?"

"Get away from her, damn you!" Reed said as he put himself between the two.

"Sue, your shield will fade at any moment. Have you any clue what awaits for you beyond your clear little dome? Are you aware of what was dispersed in the air from that missile?" he sneered, "Soon enough… you will."

"Oh, I've had about enough of this!" Thing smashed his rocky fist into the face of Green Lantern as blood painted the invisible inner wall.

Nobody dared move. Not the Fantastic Four; not the Justice League. Sue let a tear escape her porceline face. Then the shield dropped.


	6. Chapter 6: The Darkness Within

**Chapter 6: The Darkness with in**.

Batman rushed through the rain-splattered jungle of steel and pavement until a certain shrieking voice caught his attention. The voice belonged to the Joker, Batman's arch foe. There he was, the grinning prince of crime, the Joker, standing by the docks alongside other fellow members of the Arkham Asylum. Penguin, Poison Ivy, Mad Hatter, Scarface, Scarecrow, Mr. Freeze backed the Joker as he provoked a team of unknowns.

On the other side of the docks, Spiderman clung to the roof of the boat-house as he spied on an assembly of many of his greatest enemies; the Sinister Syndicate. Lead by Doctor Octopus, a team consisting of the Vulture, Mysterio, Green Goblin, Sandman, and Electro faced off against another unfamiliar force of villains.

"Give it up, clown!" said the bold voice of Doc Oct, "You may have us out numbered, but we will out smart, out wit, and out muscle you all, or my name isn't Doctor Octopus!"

The Arkamites laughed at the empty threat.

"Calamari anyone?!" hissed the Joker as he lead his army of madmen into action.

It seemed that both treacherous teams has an ace in the hole; Mysterio tossed a nightmare cube which deceives any onlooker into seeing people as their greatest fear, while the Joker ordered the Scarecrow to emit a canister containing fear-gas onto the Sinister Syndicate. Instantaneously, both armies looked around and began to sweat. The Arkham inmates saw nothing but giant ghoulish bats flapping towards them and began to lose control while the Sinister Syndicate began seeing giant crawly spiders scattering about. Both teams began running frantically, ripping their foes and friends to shreds. Mr. Freeze froze Sandman while Electro sent lethal volts into Freeze's cold metal suit from behind. Green Goblin soared high above the others as he pitched his pumpkin bombs, killing the Mad Hatter and Scarface. The Penguin's umbrella twirled like a propeller, lifting the plump nobleman skyward where he shot the unsuspecting Goblin. The Vulture swooped in and sliced open the Penguin's gut. Penguin smashed into the splintery dock, watching his own intestines spill form his body. The purple-clad clown cracked open the spherical helmet of Mysterio and used the broken shards, repeatedly stabbing the illusionist in the head. Elongated metallic arms tore through scarecrow like a sythe in a hayfield. Ivy attempted to summon poisonous vines to her aid, but the vines did no harm to Oct's steel tentacles as they speared though the heart of the red-haired naturalist. The Vulture and Electro went to help their fallen teammate, the Green Goblin when they realized that, upon his fall, three of his punpkin bombs were detonated...

**BOOM!**

The Joker and Doctor Octopus was all that remained.

Doc Oct faced the Joker from high in the air, using his metal tentacles as twenty-foot stilts. light reflected off of Oct's goggles. The Joker looked out over the ocean, with his side to the octopi. The prince of crime withdrew a long, heavy revolver and pressed the barrel against his own ear with a wide grin.

"Hah, like they say, 'if you can't take the heat, get out of the kitchen!" said Oct.

The Joker flashed his yellow teeth, "The Jokes on you, eight-legs!"

He fired the pistol, only the bullet was rigged to fire from the _backside_ of the gun, not the barrel! The bullet pinched a wide hole through the chest of the eight-legged scientist, Doctor Octopus, as he man fell twenty feet, paralyzed on impact. The Joker stood over him and smiled as Doctor Otto Octavius gagged, choking on his own blood.

With a sadistic grin, the Joker pulled from his jacket a folded cloth. He straitened it out revealing an 'Kiss the Cook' apron and matching chief hat. He tied the apron around his neck and topped his head with the tall white cap.

"It's time you got out of the kitchen, four-eyes." said the Joker as he planted his sharply pointed shoe into the side of the dying doctor. "Hah. Haha! HAHAHAHAHA!"

Though you wouldn't be able to tell just by looking, Spidey's eyes were wider then Paris Hilton at the massacre that he has just witnessed. He heard a splash behind him. Spiderman jerked around seeing a caped man flee.

"Batman!" he said to himself.

Spiderman followed.

* * *

Black Cat fell into the shadows beneath the chaotic streets of New York. Through the constant sound of dripping water, she could hear roaring echoes throughout the subway tunnel systems. It was musty and dank as she lurked through the shadows. Quietly, she slipped down the train shafts, hoping not to be detected. She stiffened as she heard a large foot slap into a puddle of water somewhere in the distance behind her. Wasting no time, Felicia fled the location, inching farther and father into the blackness of the tunnel. 

Finally, she saw a crack in the wall just small enough for her to slip through. There were no more echoes. No more train tracks. Black Cat had stumbled upon a dusty cement room with a deep water-filled hole. The underground pool was surrounded by chunks of debris and broken cement. She cautiously evaded the protruding spikes of metal and discarded train track railing as she moved in for a closer look at the water. The water itself was a dusty blue in color but in the center it seemed off color just a bit. The water began to ripple as a low trembling growl began to vibrate through the pool..

"mmmmrrreeahhmmmm"

She froze as she felt the ground shake. Suddenly, from the middle of the pool, a teen foot tall green-scaled specimen with rippling muscles and a long set of razor sharp teeth burst from the water, snapping his gruesome jaw. Only by centimeters did Black Cat escape the Killer Croc's clutches.

Killer Croc snarled viciously as his powerful tail sliced against the water.

"I don't want to hurt you… I was j-just leaving…" was all Black Cat could say.

"Don't leave just yet. It's dinner time!" said the croc as he lunged towards her.

Just as all hope seemed lose, another scaled creature emerged from the darkness. She recognized him as the Lizard, a teacher and nemesis of Peter Parker. It was unclear to her whether the Lizard consciously chose to spare her life or is he simply went after the opponent with the most meat to him. Black Cat wouldn't help but watch the two. The Lizard was muscular and quick, but much smaller then Killer Croc. Croc seized the Lizard by both arms and howled as he ripped them both out of their sockets. The Lizard fell to the ground in a river of his own blood as Croc again turned to Black Cat. He lunged at her a second time, but to Croc's surprise, the Lizard sprang back to life, with both his arms fully regrown! That's when Felicia remembered the Lizard's regeneration factor. For every limb removed, another one would grow back in its place.

"Breakfast!" yelled Croc as he sunk his three inch teeth into the side of the Lizard. The Lizard squirmed as Killer Croc grabbed him by the skull, holding the torso with his other arm, and ripped his head off with the spine still attached. Croc turned back to where he expected Black Cat would be standing. The kitten vanished back through the crack into the subway tunnels. With a fresh meal at hand, Croc didn't bother chasing after her. He dragged the Lizard's bloody carcass beneath the murky pool; now stained a crimson dye, and began to feast.

* * *

"Listen Kids, we can help you. We were once students ourselves." Cyclops said calmly. 

"Being students have nothing to do with it. If you don't get the hell out of our way, we'll have to force a path ourselves." said Tim Drake, Robin, with a strict tone.

"There is nothing past us but blood and turmoil!" Cyclops insisted.

"Yea, blood and turmoil with our friends and mentors mixed in it! We don't like this anymore then you do, but we won't let our friends die over your stupid protest, now get the hell out of our way!" Robin yelled as he continued towards the blockade of X-men.

"I can't do it." said Cyclops robotically.

"Then let me help, by all means!" said Robin as he sent his fist below the broad chin of Cyclops.

Cyclops took the punch lightly and turned his vision back towards the masked teenager. "I'm glad you got that out of your system."

"Actually," said Robin, taking up a battle stance and withdrawing his retractable bo-staff. "I haven't."

The battlefield was set; on one side stood the X-Men, consisting of Cyclops, Jean Gray, Beast, Colossus, and Shadowcat. The X-men were facing another exceptional teen team, the Teen Titans, made up of Robin, Raven, Beast Boy, Cyborg, and Starfire.

"Titans, GO!" Robin shouted as he twirled his staff at the Scott Summers AKA Cyclops.

Scott caught the staff with one hand and lowered it with his muscular arm as he struck Robin with his other fist.

"I've warned you!" he yelled at the lad.

Beast Boy took on Beast, though he wasn't handling as well as he first had hoped despite his morphing abilities. Cyborg was out strengthed by Colossus but his built-in arsenal proved enough to compensate. Shadowcat ran towards Raven and disappeared, phasing below the soil. Raven seemed amused until Shadowcat reemerged, grabbing both of Raven's ankles and attempted to pull her into the ground permanently.

"Two can play at that." Raven said tiredly as a swirl of blackness formed around her.

Raven kicked out of Kitty's attack and vanished through the black hole, which promptly disappeared after Raven's departure. Kitty Pryde, the Shadowcat, looked all around for her opponent. She stopped as she heard the words, "_Azarath Metrion Zinthos_" call from behind her. A clump of rubble became enveloped in a black energy and lifted in the air. Raven used her telekinesis to hurl the rubble at Shadowcat, though Kitty phased just in time.

Meanwhile, Starfire took flight taking on Jean Grey who was sporting her green Phoenix outfit. Starfire's strength and durability made Jean's powers less effective. Jean looked at the ground where she saw some of her teammates getting beaten by the Teen Titans. Rage within her began to ignite. She watched her lover, Cyclops, get popped in the cheek with Robin's bo-staff. Though she knew he would be alright, something within her being grew dark and angry. Using the distractions to her advantage, Starfire sent a plethora of starbolts at Jean Grey. Jean blocked all but one of them, as the starbolt smacked against her rib cage. Jean had had it. She grabbed her own hair by the handful and began to twitch. Starfire looked at her in astonishment as she cocked her head curiously.

"Get out!" yelled jean, "Get out of my head!!"

Both the X-men and Teen Titan's directed their attention towards the Phoenix as she began convulsing. Jean fell to the ground taking an immediate fetal position. Scott was the first to attempt to run to her aid, though he would have no such luck. Jean looked up a all of them, her eyes glowing red and her hair flowing wildly. She had a crazy look in her eye, the look of pure evil. Jean took to the sky, grabbing Starfire by the neck. The Titans were horrified as the Dark Phoenix, Jean Grey, summoned her mental energies and popped Starfire like scissors on a exercise ball.

"Starfire!!" Robin screamed.

Phoenix chuckled as she stared at the Earth-bound boy wonder who was mourning over the abrupt loss of his dearest friend and ally.

"Jean, don't do this! You are surrounded by those who care about you, who want only the best for you! Jean listen to me!!" yelled Cyclops frantically.

Jean paid him no mind. As her gazed rose, her eyes became locked with a young cloacked female.. Raven, too, was suffering from a swelling of inner evil. Raven opened her glowing eyes and pointed them directly at Phoenix.

"By the power of Trigon, you will be destroyed!" screamed Raven in the paired voices of the demon, Trigon, and her own.

The sky went dark over the teams. Raven locked minds with Phoenix as the two birds began frying their own minds. Robin was infuriated at such a tragedy that he gripped his staff and fought with speed that nobody knew he even possessed. Cyclops, distracted by the sudden change in his girlfriend, couldn't keep up with Robin's rage. Cyclops fell to the ground as Robin continued pounding away. Beast ran up to rescue Scott from the brutality of the Boy Wonder. Robin sensed Beast's approach and lifted Scott's head by the hair. As Beast leapt overhead to pounce on Robin, Tim smashed his bo-staff into the lens of Cyclops. As the ruby lens shattered, Cyclops unwillingly unleashed a red optic blast that at full power, burning his blue furry friend alive at point-blank range. A charred Beast hit the ground hard, dispersing into dust upon impact.

In the air, both Raven and Phoenix plummeted fifty feet. With both of their minds ripped and mangled, bones broke and organs popped as their numb bodies smashed into a patch of low grass. Blood from both of their mouths shot in the air like a fountain.

Colossus decked Cyborg hard in the chest, sending the tin titan cruising. Shadowcat staggered towards Colossus sobbing heavily. She fell before him as he caught her with one arm.

"Are you hurt?" Colossus asked with his thick Russian accent.

Kitty was sweating perfusly and panted in her attempt to speak, "The snake… there is a snake in the grass… a green cobra waiting for me ...I didn't see him until it was too late."

As Shadowcat's eyes began to roll back, Colossus lifted her high to examine her leg. There he found fang bites in multiple places. He held her until she finally died in his arms.

"This is no way to die! Look how f#ing young she is!" Colossus cried as all of his organic metal morphed back into human flesh.

Through his tears he looked before him at Robin and Cyborg who displayed no such pity.

"She was no younger then Starfire." Robin said, gritting his teeth. "Damn you freaks! You murdered two of my best friends in cold blood. You will die without any remorse, without any forgiveness, and without any mercy!"

Colossus' neck went limp, his head hanging just above his pink, muscular chest, as he became impaled by a four foot boney spike. Beast Boy, in the form of a triceratops, gored the x-man and ripped him from gravity. Colossus's body flailed helplessly in the air. He saw everything from that moment as if they were still-shots. A shot of the green horned dinosaur, a shot of the darkened sky, a shot of the soil as it rustled beneath his impact, and, as he lay motionless, a shot the of face of his beloved Shadowcat who was staring back at him peacefully. Then all was black.

Robin retrieved his erected Staff as he slid it out of the battered skull of Cyclops. Cyborg and Beast boy looked at each other as they watched their friend and leader walk off without ever looking back. They let him go on without a word. The two teens couldn't follow Robin and stayed behind where they belonged; with their teammates.

* * *

"Come back here, little girl! It's shack time!" yelled two face as he chased a petite blonde-haired girl from the towering skyscrapers into Central Park. 

The girl hid beneath a bench watching the muck-man pass by her. She was relieved as his shadow passed. Just then, she felt something drip through the bench!

"Clay?" she observed.

Clayface uprooted the bench from the ground, staring at his female victim suggestivly.

"I will enjoy feeling out every crevice of your body from within mine." the gurgling man of clay chuckled as parts of his dripping body began to bubble up.

"You'll be feeling a crevice alright." the girl yelled confidently as the soil beneath Clayface ripped into a deep gaping trench.

Clayface cursed as he slipped through the open gap, into the blackness of the canyon created by the blonde. Just as quickly, the trench slammed shut, trapping the putty-man deep below the surface.

Terra was her name. Earth was _her_ clay.

* * *

Spiderman lost track of the caped crusader. More likely then not, Batman caught on to him and took to the shadows. At any rate, Spidey was again on his own. An hour rolled by as he traveled the city, tryng to steer clear of any trouble along the way. He still had to find Felicia after all… 

That's when he heard her voice.

"H-help me! Somebody Hel- guuuah!"

"Felicia?! FELICIA!" called Spiderman as he ran towards the voice.

As he turned the corner he realized he was on Times Square where endless bodies layered the road, one on top of the other. The smell alone was enough to make him sick to his stomach. He saw a familiar foe holding Black Cat by the throat.

"Bizarro." Spiderman said coldly.

Bizarro was the same monster who murdered Daredevil before Spiderman's very eyes, and he would yet again kill off another of Parker's vigilante friends. Bizzro place his other hand on the feline's chin. Black Cat's luck had finally given way.

"STOP BASTARD!" Spiderman yelled at Bizarro who had effortlessly ripped Felicia's head from her body.

Bizarro watched Spiderman curiously. He used his Vacuum breath to reel in the arachnid. Bizarro's mouth was wide as he sucked Spidey in. Spidey was pulled in against his will. Just as Spiderman became within reach of the chalk-white Kryptonion look-a-like, he ejected two canisters of impact-webbing into the void of Bizarro's jaw. Bizarro immediately began to rampage, pounding on his own chest as he chocked down the web. In the process, he nearly socked the life out of Spiderman, sending him flying thirty feet and crashing into a parked station wagon. Spiderman could hardly budge. He felt as if he had just been hit by a train for the second time in the same day. Picking a fight with Bizarro meant almost certain death, he already knew that.

"You killed two of my friends, you sick nasty freak!" Spidey yelled to Bizarro.

He caught Bizarro's attention conveniently just after Bizarro coughed up the webbing from his throat like a big gooey fur-ball. Bizarro grunted deviously to himself as he gnashed his putrid rotting teeth, taking his time walking towards Spiderman. Spidey was over the pain, he no longer had a reason to give in to it. Peter Parker's willpower surged as he impulsively lifted the station wagon over his head and smashed it into the cranium of the cape-wearing Frankenstein.

"SPider...wILl... DiE!!" said the fiend as he peeled off the metal can off his body.

Bizarro gripped Spiderman by the spider on his chest and slung him into the high through a glass window, ripping that section of spandex clean off. Spidey skid across a tile floor with shards of glass all around him.. As he looked around he noticed a lot of MTV logos and realized he was on the set of Total Request Life. Parker smiled.

"I didn't know you were such a fan of TRL." said the stern yet collective voice of Batman.

"You kidding me? The only thing more painful then dying on the set of TRL is actually _watching_ it. Have you been… following me this whole time?"

Batman lifted the busted Spiderman to his feet, "You're just a kid. _Someone's_ got to look out for you."

Bizarro kicked in another panel of glass. His expression was not a happy one.

"Bizarro… Kill!"

Spiderman looked at Bats, "We need to seriously broaden this guy's vocabulary."

Batman ignored the comment and retrieved a blue ring from his utility belt just as Bizarro zoomed in closer. At sight of the blue ring, Bizzaro fell to the ground in a weakened state. Bizarro knew that blue Kryptonite would take the strength right out of him. Batman lifted the heavy brute and began beating him down. A swift kick send the inversed Superman back through the very window he flew in through.

"That's it? ...A blue ring?? That's _all_ it took to weaken that monster?" asked Spiderman.

"Blue Kryptonite is an alien rock that Bizzaro has formed an allergic reaction to, yes."

"So you're telling me that's an alien rock??"

"No." Batman said firmly, "This is only a glass replica. Bizarro holds the mind-set of a child. If he's led to think that this ring is made of blue kryptonite then his mind reacts as if it actually is."

"And you waited until _after_ I got my butt handed to me to pull this little stunt why?"

"I had to wait for the perfect timing." Batman said grimmly.

"Has anyone ever told you that you use the same tone for every emotion?"

Batman gave an icy stare, "Yes."

Just then Bizarro burst through the floor, grabbing both Batman and Spiderman by the face and throwing them back onto the streets of Times Square. Both men employed their resources and lowered themselves to safty, one by web, the other by zip-line.

"Anymore ideas?" asked Spiderman

"Yes."

"And that would be??"

"Run!"

Batman and Spiderman ran in two separate directions as Bizarro flew in from the sky. Bizarro snatched up Spiderman by collar as he flew and suddenly let go, launching Spiderman's body into a brick wall. Bodies padded Spidey's fall as Peter Parker hit the road like a rag-doll. Spiderman drifted in and out of consciousness as he watched Batman try to take down the big fellow. Batman relied strongly on strategy. He faught as if he had faced this monster before, and perhaps he had. At first, batman switched to a protective lens and unleashed a small but efficient flash mechanism. The strobe-like flashing disoriented Bizarro, allowing for Batman to attach two remote mines onto his side. Batman took cover as the bombs blew up causing a small hole in the road with fuming Bizarro in the middle. Spiderman saw Bizarro zip around Batman, clench his cape, and fling him in around and around before finally letting him go into an electric sign.

"Oh that's IT!" yelled Spiderman.

Peter Parker shot webbing to the underbelly of the awning above him and used it to pull himself up. He staggered forward taunting the giant, hoping to distract him from Batman. Though it may have seemed suicidal, Peter wasn't about to let another one of his friends die before him.

"Hey you! Yea ugly, I'm talking to you!" yelled Spiderman getting the monster's attention, "I got three words for you! Crest. White. Strips!"

"Puny spider! No more joke of Bizarro teeth! Jokes …Painful!"

"Not as painful as your breath, buddy." cracked Spiderman as he continued shuffling over the layer of fallen bodies towards Bizarro.

Bizarro began to breath in deeply the more angry he became, "I …WiLl…KilLL"

Just then someone, or something, seized a hold of Spiderman's ankle. As Spiderman looked down he noted it that it was definitely some_thing_. Bizarro charged at Spiderman only to discover that the Spidey he thought he new looked completely different!

A fresh confidence, strength, and stamina streamed through Parker's body, "Back in Black, baby."

Spiderman was now completely enveloped in the tar-like alien symbiote. The webhead reacted with unforeseen speed as his balled fist connected to Bizarro's eye-socket.

"You might want to put some ice on that, chief, because with skin as fair as yours, it's going to leave a mark." Spidey said comically.

"Bizarro hate black!" said the child-minded wrongdoer.

"I wouldn't say that to loud. We might just take it personally." Spiderman replied

"WE?" Bizarro said fearfully. "NO WEE! NOO!" yelled Bizarro as he punched Spiderman in the chest.

As Spiderman flew back, he web-shot Bizarro's shoulder. The web stretched further and further back, acting as a sling shot and launching Spiderman head-on at the pasty behemoth. Spiderman dove fist-first into the ugly mug of Bizarro while Batman threw two time-bomb infused batterangs into the monster's spine. Togather, Spiderman and Batman ducked into an alley way off the beaten path as Bizarro lit up like the Roman Candle. It was a narrow escape, but an escape none the less.

* * *

"You're sure S.H.I.E.L.D. has a dimensional platform?" Captain America questioned. 

Nick Fury's stare said it all. Cap, Fury, and Markus continued running towards the S.H.I.E.L.D. Headquarters where a platform, capable dimension hopping and retrieving RIFT, awaits them. This trio gruelingly raced to get to the HQ knowing that they were perhaps Earths only hope of survival for BOTH universes.

"We can't let that little bitch get away. Move your feet!" Fury yelled at Markus.

"Whoa whoa!" Captain America stopped them dead in their tracks just as there were about to cross an open intersection. He reverted to a whisper, "Stay close to the wall."

As all three of the men peeked around the corner, there stood a hulking white alien man with raven hair and red eyes. There was a chain wrapped around his wrist that clanked as he moved. The scruffy gear-head, Lobo, had his back turned to them but Captain couldn't help but stay cautious.

Markus began sweating, "We-we h-have to go! I have to go! …Let's just r-run past him! W-we'll just run!"

Nick Fury back-handed Markus to shut him up as Captain America spoke. "We can't just run out there half-cocked. It would take either a strategical genius or a complete and utter jackass to just provoke a creature of this magnitude outright."

Not a second after Cap's spiel, Deadpool, the wise-cracking mercenary, leapt from a building top, guns blazing yelling, "Kawabunga!!"

Captain America shook his head shamefully, "Lets just go."

The three men ran past the two battling maniacs without being noticed.

Deadpool and Lobo started beating at each other mercilessly! Lobo was sword-sliced directly between the eyes and shot several times while Deadpool's leg was ripped off completely. Both men fell back.

"HAH!" Lobo and Deadpool said in sync as they both kicked up completely unharmed.

"Bastitch! I just ripped your fraggin' leg off!"

"Ah, the miracles of genetically manipulated regeneration. Wait a sec, you should be looking like Mark Hamill right about now!"

"You can't die?" Lobo asked in his typical hoarse voice.

"Dating Death has its perks. Shouldn't you be dead too?"

"I kicked the crap out of Satan and Heaven won't let me in. I can't die."

Deadpool's heart melted, "I think this is the beginning of a beautiful friendship..."

Lobo had a twinkle in his eye, "Freinds?" he extended his large burley hand.

"F-friends" shiffled Deadpool happily as he gave the big fella a hug.

Just then Moleman waddled past them hoping to reach the sewer hatch without being noticed; completely ruining the mood for the newly formed bffs in the mean time.

Fortune frowned on the little man.

Deadpool and Lobo looked at each other with matching grins. Both men inched up on the straggler with as they were children on halloween night and he the candy. After seeing the approaching badasses, Moleman nervously back himself into a corner.

"It's always funnier pickin' on the little guy, ain't it?" grunted Lobo to his new little buddy.

"And they don't get much littler then you, do they Danny Devito?" laughed Deadpool.

"W-w-what are you going to do to me??" whimpered Moleman as a bead of sweat trinkled from his brow.

"...It begins." said Deadpool in a devious tone.

Moleman's yelp could be heard for miles.

He had received the largest titty-twister in recorded history.

* * *

**Progress Report:**

**KEY**: **O**Healthy **X**Deceased **W**Wounded **P**Pending

**Marvel:----------------------------------DC-------------------------------Made Up**

Nick Fury-O------------------------The Spectre-O----------- RIFT-O

The Watcher-O---------------------The Joker-O--------------Markus-W

Spiderman-O-----------------------Mad Hatter-X-------------Stara-X

DareDevil-X------------------------Bizarro-W-----------------Sanders-X

Black Cat-X------------------------Catwoman-X---------------**Dead Count: 2**

Electra-X---------------------------Talia-O

X-23-O ----------------------------Dead Shot-P

Magneto-X -------------------------Professor Zoom-X

Mystique-X -------------------------Magog-X

Toad-X ----------------------------Darkseid-W

Thor-W ----------------------------Swampthing-X

Giant Man-W ----------------------Hawkman-X

Agent X-P --------------------------Hawkgirl-X

Taskmaster-O -----------------------Manbat-X

Captain America-O -----------------Doctor Fate-O

Wasp-O ----------------------------Doomsday-P

Doctor Strange-O ------------------Gorilla Grodd-X

The Hulk-W-------------------------Bane-X

The Patriot- W ----------------------Green Arrow-X

Araña-W ---------------------------Two-Face-O

Wiccan-W -------------------------Captain Boomerang-O

Hulkling-W -------------------------Superman-W

The Punisher-X ---------------------Lobo-P

Hawkeye-O ------------------------Batman-W

Rhino-X ----------------------------Wonder Woman-W

Juggernaut-W ----------------------Jahn Jones(Martian Manhunter)-O

Ghost Rider-O ---------------------Aquaman-X

Gambit-W -------------------------Aqualad-O

Rogue-W --------------------------The Flash (Bart Allen)-O

Corsair/StarJammers-X ------------The Flash (WallyWest)-P

Silver Surfer-O ---------------------Red Arrow-P

Medusa-W ------------------------Green Lantern (Hal Jordan)-P

Lockjaw-O ------------------------Lex Luthor-X

Blackbolt-O ------------------------Penquin-X

Gorgon-W -------------------------Poison Ivy-X

Namor(Submariner)-P --------------Scarface-X

Reed Richards-P --------------------Scarecrow-X

Sue Storm-P ------------------------Mr. Freeze-X

Johnny Storm-P ---------------------Killer Croc-O

Thing-P -----------------------------Robin (Tim Drake)-W

Dr. Doom-O-------------------------Starfire-X

Doctor Octopus-X-------------------Raven-X

Vulture-X----------------------------Beast Boy-W

Mysterio-X--------------------------Cyborg-W

Green Goblin-X---------------------**Dead Count: 20**

Sandman-X

Electro-X

The Lizard-X

Cyclops-X

Jean Grey-X

Beast-X

Skadowcat-X

Colossus-X

Deadpool-O

Moleman-W... I guess

**Dead Count: 21

* * *

NOTES: Hey, I hope you enjoyed this chap. In case you were momentarily blind and didn't notice, I added a progress report. It looks ugly, but thats the best this site would let me do. I thought it would be an easy way to reflect back on who's hurt, dead, or still kicking. The characters are listed by order of appearance. Well there you have it. Thanks for stickin' with me!**


End file.
